(The Draft Red Herring Prospectus will be updated upon RoC filing

)

DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated October 22, 2009 100% Book Building Issue

We were originally incorporated as Sea Breeze Constructions and Investments Private Limited on February 8, 1985 under the Companies Act, 1956 with the RoC. The name of our Company was changed to Godrej Properties and Investments Private Limited pursuant to a special resolution of the shareholders dated July 2, 1990. In the year 1991, the status of our Company was changed to a deemed public company by deletion of the word “Private” from the name of the Company. Subsequently the status was changed to a public limited company pursuant to a special resolution of the members passed at the extraordinary general meeting on August 1, 2001. Our name was further changed to Godrej Properties Limited pursuant to a special resolution of the members passed at the extraordinary general meeting on November 23, 2004. For details of the change in our name and registered office, please refer to the section titled “General Information” beginning on page 15 of this Draft Red Herring Prospectus. Registered and Corporate Office: Godrej Bhavan, 4th Floor, 4A, Home Street, Fort, Mumbai – 400 001 Company Secretary and Compliance Officer: Mr. Shodhan A. Kembhavi Tel: (91 22) 6651 0200, Fax: (91 22) 2207 2044, Email: secretarial@godrejproperties.com, Website: www.godrejproperties.com PROMOTERS OF THE COMPANY: GODREJ & BOYCE MANUFACTURING COMPANY LIMITED AND GODREJ INDUSTRIES LIMITED PUBLIC ISSUE OF 9,429,750 EQUITY SHARES OF RS. 10 EACH OF GODREJ PROPERTIES LIMITED (“GPL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE) AGGREGATING TO RS. [●] MILLION (THE “ISSUE”). THE ISSUE WILL CONSTITUTE 13.5% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY.* *The Company is considering a pre-IPO placement of up to 2,444,750 Equity Shares with certain investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of the Company. The Company will complete the issuance, if any, of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, then the Issue size offered to the public will be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public. THE FACE VALUE OF EACH EQUITY SHARE IS Rs. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS AND THE BOOK RUNNING LEAD MANAGERS AND ADVERTISED AT LEAST TWO (2) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. THE ISSUE PRICE IS [●] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [●] TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional days after revision of the Price Band, subject to the Bidding /Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Global Co-ordinators and Book Running Lead Managers (“GCBRLMs”) and the Book Running Lead Managers (“BRLMs”) and at the terminals of the Syndicate Members. In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIB”) Bidders. 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Potential investors may participate in this Issue through an Application Supported by Blocked Amount providing details about the bank account which will be blocked by the Self Certified Syndicate Bank for the same. Only Resident Retail Individual Investors can participate through this process. For details see section entitled “Issue Procedure” on page 349 of this Draft Red Herring Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 per Equity Share. The Floor Price is [●] times of the face value and the Cap Price is [●] times of the face value. The Issue Price (as determined by the Company in consultation with the GCBRLMs and the BRLMs as stated under the section on “Basis for Issue Price”) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is drawn to the section titled “Risk Factors” beginning on page xiv of this Draft Red Herring Prospectus. IPO GRADING This Issue has been graded by [●] and has been assigned the “IPO Grade [●]”, indicating [●]. For details see the section titled “General Information” beginning on page 15 of this Draft Red Herring Prospectus and refer to “Annexures” beginning on page [●] of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and the Issue that is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole, or any of such information or the expression of any opinions or intentions, misleading in any material respect. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on NSE and BSE. The Company has received ‘in-principle’ approval from NSE and BSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

GODREJ PROPERTIES LIMITED

ICICI Securities Limited ICICI Centre H. T. Parekh Marg Churchgate, Mumbai 400 020 Tel: (91 22) 2288 2460/70 Fax: (91 22) 2282 6580 Email: gpl.ipo@icicisecurities.com Website: www.icicisecurities.com Investor Grievance ID: customercare@icicisecurities.com Contact Person: Mr. Sumit Pachisia SEBI Registration No.: INM000011179 BID/ISSUE OPENS ON

Kotak Mahindra Capital Company Limited 3rd Floor, Bakhtawar 229, Nariman Point Mumbai 400 021 Tel: (91 22) 6634 1100 Fax: (91 22) 2283 7517 Email: gpl.ipo@kotak.com Website: www.kotak.com Investor Grievance ID: kmccredressal@kotak.com Contact Person: Mr. Chandrakant Bhole SEBI Registration No.: INM000008704 [●]

IDFC – SSKI Limited 803-4 Tulsiani Chambers, 8th Floor, Nariman Point, Mumbai 400 021, India Tel: (91 22) 6638 3333 Fax: (91 22) 2204 0282 Email: gpl.ipo@idfcsski.com Website: www.idfcsski.com Investor Grievance ID: complaints@idfcsski.com Contact Person: Mr. Shirish Chikalge SEBI Registration No.: INM000011336

Nomura Financial Advisory And Securities (India) Private Limited Ceejay House, Level 11, Dr. Annie Besant Road, Worli, Mumbai – 400 018, India. Tel: (91 22) 4037 4037 Fax: (91 22) 4037 4111 Email id: gpl.ipo-in@nomura.com Website:http://www.nomura.com/asia/services/ capital_raising/equity.shtml Investor Grievance ID: investorgrievances-in@nomura.com Contact Person: Mr. Shreyance Shah SEBI registration number: INM000011419 [●]

Karvy Computershare Private Limited Plot No. 17-24, Vittal Rao Nagar Madhapur, Hyderabad – 500 081 Tel: (91 40) 2342 0815 Fax: (91 40) 2343 1551 Email: murali@karvy.com Website: www.karvy.com Investor Grievance ID: gpl.ipo@karvy.com Contact Person: Mr. M. Muralikrishna SEBI Registration No.: INR000000221

BID/ISSUE PROGRAMME BID/ISSUE CLOSES ON

* The Company may consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period shall be one day prior to the Bid/ Issue Opening Date.

TABLE OF CONTENTS SECTION I: GENERAL .................................................................................................................................................. DEFINITIONS AND ABBREVIATIONS .......................................................................................................................... PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA........................................................................ FORWARD-LOOKING STATEMENTS ........................................................................................................................... SECTION III: INTRODUCTION ................................................................................................................................... SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGY .............................................................................. SUMMARY FINANCIAL INFORMATION ..................................................................................................................... THE ISSUE ......................................................................................................................................................................... GENERAL INFORMATION ............................................................................................................................................. CAPITAL STRUCTURE .................................................................................................................................................... OBJECTS OF THE ISSUE .................................................................................................................................................. BASIS FOR ISSUE PRICE ................................................................................................................................................. STATEMENT OF TAX BENEFITS ................................................................................................................................... SECTION IV: ABOUT THE COMPANY ....................................................................................................................... INDUSTRY OVERVIEW .................................................................................................................................................... OUR BUSINESS ................................................................................................................................................................ REGULATIONS AND POLICIES ...................................................................................................................................... HISTORY AND CORPORATE STRUCTURE .................................................................................................................. OUR MANAGEMENT ...................................................................................................................................................... OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. GROUP COMPANIES ........................................................................................................................................................ RELATED PARTY TRANSACTIONS ............................................................................................................................... DIVIDEND POLICY........................................................................................................................................................... SECTION V -FINANCIAL INFORMATION................................................................................................................. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................. FINANCIAL INDEBTEDNESS ......................................................................................................................................... SECTION VI: LEGAL AND OTHER INFORMATION .............................................................................................. OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................... GOVERNMENT APPROVALS .......................................................................................................................................... OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... SECTION VII: ISSUE RELATED INFORMATION .................................................................................................... TERMS OF THE ISSUE .................................................................................................................................................... ISSUE STRUCTURE ......................................................................................................................................................... ISSUE PROCEDURE.......................................................................................................................................................... RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................. SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................... SECTION IX: OTHER INFORMATION ...................................................................................................................... MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................... DECLARATION.................................................................................................................................................................. I I XI XIII 1 1 6 14 15 26 41 48 51 63 63 75 101 114 130 149 158 171 183 184 272 289 295 295 322 331 342 342 345 349 390 392 409 409 412

SECTION II: RISK FACTORS ....................................................................................................................................... XIV

SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS Term “We”, “us”, “our”, “the Issuer”, “the Company”, “our Company”, “GPL” or “Godrej Properties Limited” Company Related Terms Term Articles or Articles of Association Auditors Board/ Board of Directors Developable Area Description Articles of Association of our Company The statutory auditors of our Company, M/s. Kalyaniwalla & Mistry, Chartered Accountants Board of directors of our Company or committees constituted thereof Total area which we develop in each project, and includes carpet area, common area, service and storage area, as well as other open area, including car parking Directors on the Board of our Company, as may be appointed from time to time, unless otherwise specified Projects for which (i) land has been acquired or a memorandum of understanding or development agreement has been executed; (ii) conversion from agricultural land has been completed, if necessary, or an application for change in status to non-agricultural/commercial/residential use has been submitted to the relevant authority and (iii) internal project development plans are complete Those individuals described in “Our Management – Key Management Personnel” on page 130 of this Draft Red Herring Prospectus Lands to which our Company has title, or land from which the Company can derive the economic benefit through a documented framework (such as with third party individuals or corporate entities), or where the Company has executed a joint development agreement or an agreement to sell or an MoU or an agreement to transfer the development rights to it Memorandum of Association of our Company Description Unless the context otherwise indicates or implies, refers to Godrej Properties Limited and its subsidiaries on a consolidated basis as described in this Draft Red Herring Prospectus

Directors Forthcoming Projects

Key Management Personnel Land Reserves

Memorandum or Memorandum of Association Ongoing Projects Promoters

Projects for which approval for construction has been granted by the relevant authority Godrej & Boyce Manufacturing Company Limited and Godrej Industries Limited

i

Term Promoter Group

Description Unless the context otherwise specifies, refers to those entities mentioned in the section titled “Our Promoters and Promoter Group” on page 149 of this Draft Red Herring Prospectus The registered office of the Company is located at Godrej Bhavan, 4th Floor, 4A, Home Street, Fort, Mumbai – 400 001 That part of the Developable Area relating to our economic interest in each project Godrej Realty Private Limited, Godrej Waterside Properties Private Limited, Godrej Developers Private Limited, Godrej Real Estate Private Limited, Godrej Sea View Properties Private Limited, Happy Highrises Limited and Godrej Estate Developers Private Limited

Registered and Corporate Office of our Company Saleable Area Subsidiary(ies)

Issue Related Terms Term Allotment/ Allot/ Allotted Allottee Anchor Investor Anchor Investor Bid/ Issue Period Anchor Investor Issue Price Description Unless the context otherwise requires, the allotment of Equity Shares pursuant to the Issue A successful Bidder to whom the Equity Shares are Allotted A Qualified Institutional Buyer, applying under the Anchor Investor category, with a minimum Bid of Rs. 100 million The day one day prior to the Bid/Issue Opening Date on which Bidding by Anchor Investors shall open and shall be completed The final price at which Equity Shares will be issued and Allotted to Anchor Investors in terms of the Red Herring Prospectus and Prospectus, which price will be equal to or higher than the Issue Price but not higher than the Cap Price. The Issue Price will be decided by the Company in consultation with the GCBRLMs and the BRLMs An amount representing 25% of the Bid Amount payable by Anchor Investors at the time of submission of their Bid Up to 30% of the QIB Portion which may be allocated by the Company to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors An application, whether physical or electronic, used by a Resident Retail Individual Bidder to make a Bid authorising a SCSB to block the Bid Amount in their specified bank account maintained with the SCSB Any Resident Retail Individual Bidder who intends to apply through ASBA and, (a) is bidding at Cut-off Price, with single option as to the number of shares; (b) is applying through blocking of funds in a bank account with the SCSB; (c) has agreed not to revise his/her bid; and (d) is not bidding under any of the reserved categories The form, whether physical or electronic, used by an ASBA Bidder to make a Bid, which will be considered as the application for Allotment for the purposes of the Draft Red Herring Prospectus and the Prospectus

Anchor Investor Margin Amount Anchor Investor Portion

Application Supported by Blocked Amount/ ASBA ASBA Bidder

ASBA Bid cum Application Form or ASBA BCAF

ii

Term ASBA Public Issue Account Banker(s) to the Issue / Escrow Collection Bank(s) Basis of Allotment

Description A bank account of the Company, under Section 73 of the Companies Act where the funds shall be transferred by the SCSBs from the bank accounts of the ASBA Bidders The banks registered with SEBI as Banker to the Issue with whom the Escrow Account will be opened, in this case being [●] The basis on which Equity Shares will be Allotted to Bidders under the Issue and which is described in “Issue Procedure – Basis of Allotment” on page 349 of the Draft Red Herring Prospectus An indication to make an offer during the Bidding/Issue Period by a prospective investor to subscribe to the Equity Shares of the Company at a price within the Price Band, including all revisions and modifications thereto For the purposes of ASBA Bidders, it means an indication to make an offer during the Bidding Period by a Retail Resident Individual Bidder to subscribe to the Equity Shares of the Company at Cut-off Price

Bid

Bid Amount Bid / Issue Closing Date

The highest value of the optional Bids indicated in the Bid cum Application The date after which the members of the Syndicate will not accept any Bids for the Issue, which shall be notified in an English national newspaper, a Hindi national newspaper and a Marathi newspaper with wide circulation The date on which the members of the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in an English national newspaper, a Hindi national newspaper and a Marathi newspaper with wide circulation The form used by a Bidder to make a Bid and which will be considered as the application for Allotment for the purposes of the Red Herring Prospectus and the Prospectus Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids The book building route as provided in Schedule XI of the SEBI Regulations, in terms of which this Issue is being made Book Running Lead Managers to the Issue, in this case being IDFC-SSKI Limited and Nomura Financial Advisory and Securities (India) Private Limited Any day on which commercial banks in Mumbai are open for business The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process, including any revision thereof The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted Such branches of the SCSB which coordinates with the GCBRLMs, the BRLMs, the Registrar to the Issue and the Stock Exchanges

Bid / Issue Opening Date

Bid cum Application Form

Bidder Bidding / Issue Period

Book Building Process/ Method BRLMs / Book Running Lead Managers Business Day CAN/ Confirmation of Allocation Note

Cap Price Controlling Branches

iii

Term Cut-off Price

Description Issue Price, finalised by the Company in consultation with the GCBRLMs and the BRLMs. Only Retail Individual Bidders whose Bid Amount does not exceed Rs. 100,000 are entitled to Bid at the Cut Off Price. QIBs and NonInstitutional Bidders are not entitled to Bid at the Cut-off Price. Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA Bidders and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf The date on which funds are transferred from the Escrow Account to the Public Issue Account after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to successful Bidders [●] Depository Participant’s Identity This draft red herring prospectus issued in accordance with Section 60B of the Companies Act and SEBI Regulations, filed with SEBI and which does not contain complete particulars of the price at which the Equity Shares are issued and the size of the Issue NRIs from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares Equity shares of the Company of Rs. 10 each unless otherwise specified Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid Agreement to be entered into by the Company, the Registrar to the Issue, the GCBRLMs, the BRLM, the Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected to the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof The Bidder whose name appears first in the Bid cum Application Form or Revision Form The lower end of the Price Band, at or above which the Issue Price will be finalized and below which no Bids will be accepted Global Co-ordinators and Book Running Lead Managers to the Issue, in this case being ICICI Securities Limited and Kotak Mahindra Capital Company Limited IDFC – SSKI Limited, a company incorporated under the Companies Act and having its registered office at 803-4, Tulsiani Chambers, 8th Floor, Nariman Point, Mumbai 400 021 ICICI Securities Limited, a company incorporated under the Companies Act and having its registered office at ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai 400 020 Public Issue of 9,429,750 Equity Shares of Rs. 10 each of the Company for

Designated Branches

Designated Date

Designated Stock Exchange DP ID Draft Red Herring Prospectus or DRHP

Eligible NRI

Equity Shares Escrow Account

Escrow Agreement

First Bidder Floor Price GCBRLMs / Global Coordinators and Book Running Lead Managers IDFC – SSKI

I-Sec

Issue

iv

Term

Description cash at a price of Rs. [●] per equity share (including a share premium of Rs. [●] per equity share) aggregating to Rs. [●] million. The Company is considering a Pre-IPO Placement of up to 2,444,750 Equity Shares with certain investors. The Pre-IPO placement is at the discretion of the Company. The Company will complete the issuance and allotment of such Equity Shares prior to the filing the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue paid-up capital being offered to the public

Issue Price

The final price at which Equity Shares will be Allotted in the Issue in terms of the Red Herring Prospectus. The Issue Price will be decided by the Company in consultation with the GCBRLMs and the BRLMs on the Pricing Date The proceeds of the Issue that are available to the Company Kotak Mahindra Capital Company Limited, a company incorporated under the Companies Act and having its registered office at 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021 The amount paid by the Bidder at the time of submission of his/her Bid, being 10% to 100% of the Bid Amount, as applicable [●] A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended. 5% of the QIB Portion (excluding the Anchor Investor Portion), or 282,893 Equity Shares available for allocation to Mutual Funds only, out of the QIB Portion (excluding the Anchor Investor Portion). The Issue Proceeds less the Issue expenses. For further information about use of the Issue Proceeds and the Issue expenses see the section titled “Objects of the Issue” on page 41 of this Draft Red Herring Prospectus All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than Rs. 100,000 (but not including NRIs other than Eligible NRIs) The portion of the Issue being not less than 942,975 Equity Shares available for allocation to Non-Institutional Bidders A person resident outside India, as defined under FEMA and includes a Non Resident Indian Bid / Issue Closing Date or the last date specified in the CAN sent to Bidders, as applicable The period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date specified in the CAN A pre-placement of up to 2,444,750 Equity Shares to various investors made by the Company prior to the filing of the Red Herring Prospectus with the RoC Price band of a minimum price (Floor Price) of Rs. [●] per Equity Share and

Issue Proceeds Kotak

Margin Amount Monitoring Agency Mutual Funds Mutual Fund Portion

Net Proceeds

Non-Institutional Bidders

Non-Institutional Portion Non-Resident Pay-in Date Pay-in-Period Pre-IPO Placement

Price Band

v

Term

Description the maximum price (Cap Price) of Rs. [●] per Equity Share and includes revisions thereof. The price band will be decided by the Company in consultation with the Global Co-ordinators and Book Running Lead Managers and the Book Running Lead Managers and advertised at least two (2) working days prior to the Bid/Issue Opening Date in [●] edition of [●] in the English language, [●] edition of [●] in the Hindi language and [●] edition of [●] in the Marathi language

Pricing Date Prospectus

The date on which the Company in consultation with the GCBRLMs and the BRLMs will finalize the Issue Price The prospectus to be filed with the RoC after pricing in accordance with Section 60 of the Companies Act, containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information Account opened with the Bankers to the Issue to receive monies from the Escrow Account on the Designated Date An amount representing at least 10% of the Bid Amount that QIBs are required to pay at the time of submitting their Bid The portion of the Issue being at least 60% of Issue or 5,657,850 Equity Shares of Rs. 10 each to be Allotted to QIBs Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FII and subaccount registered with SEBI, other than which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with Insurance Regulatory and Development Authority, provident fund with minimum corpus of Rs. 250 million, pension fund with minimum corpus of Rs. 250 million and National Investment Fund set up by Government of India. The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three (3) days before the Bid Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date The account opened with Escrow Collection Bank(s), from which refunds, if any, of the whole or part of the Bid Amount (excluding to the ASBA Bidder) shall be made [●] Refunds through ECS, Direct Credit, NEFT, RTGS or the ASBA process, as applicable Karvy Computershare Private Limited Retail Individual Bidder who is a person resident in India as defined in FEMA and who has not Bid for Equity Shares for an amount more than Rs. 100,000 in any of the bidding options in the Issue

Public Issue Account QIB Margin Amount QIB Portion Qualified Institutional Buyers or QIBs

Red Herring Prospectus or RHP

Refund Account(s)

Refund Banker(s) Refunds through electronic transfer of funds Registrar to the Issue Resident Retail Individual Investor or RRII

vi

Term Retail Individual Bidder(s)

Description Individual Bidders (including HUFs applying through their karta, Eligible NRIs and Resident Retail Individual Bidders) who have not Bid for Equity Shares for an amount more than Rs. 100,000 in any of the bidding options in the Issue The portion of the Issue being not less than 2,828,925 Equity Shares of Rs. 10 each available for allocation to Retail Individual Bidder(s) The form used by the Bidders, excluding ASBA Bidders, to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time A Banker to the Issue registered with SEBI, which offers the facility of ASBA and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf NSE and BSE The GCBRLMs, the BRLMs and the Syndicate Members (if any) The agreement to be entered into between the Syndicate and the Company in relation to the collection of Bids in this Issue (excluding Bids from the ASBA Bidders) Kotak Securities Limited, Sharekhan Limited The slip or document issued by a member of the Syndicate to the Bidder as proof of registration of the Bid The GCBRLMs, the BRLMs and the Syndicate Members The agreement among the Underwriters and the Company to be entered into on or after the Pricing Date

Retail Portion Revision Form

SEBI Regulations Self Certified Syndicate Bank or SCSB Stock Exchanges Syndicate or members of the Syndicate Syndicate Agreement

Syndicate Member(s) TRS/ Transaction Registration Slip Underwriters Underwriting Agreement

Conventional and General Terms/ Abbreviations Term Act or Companies Act AS AY BSE CAGR CDSL Depositories Depositories Act DP/ Depository Participant Description Companies Act, 1956 and amendments thereto Accounting Standards issued by the Institute of Chartered Accountants of India Assessment Year Bombay Stock Exchange Limited Compounded Annual Growth Rate Central Depository Services (India) Limited NSDL and CDSL Depositories Act, 1996 as amended from time to time A depository participant as defined under the Depositories Act, 1996

vii

Term DP ID DIPP EBITDA ECS EGM EPS FDI FEMA Description Depository Participant’s identification Department of Industrial Policy and Promotion.. Ministry of Commerce and Industry. Depreciation and Amortisation Electronic Clearing Service Extraordinary General Meeting Earnings Per Share i. Tax.e. 1995 registered with SEBI under applicable laws in India Period of twelve months ended March 31 of that particular year Foreign Investment Promotion Board Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations. 1999 read with rules and regulations thereunder and amendments thereto FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations. as amended from time to time Generally Accepted Accounting Principles in India Initial Public Offering Million Memorandum of Understanding Magnetic Ink Character Recognition FEMA Regulations FII(s) Financial Year/ Fiscal/ FY FIPB FVCI GDP GoI/Government HNI HUF IFRS IT ITES I. Act Indian GAAP IPO Mn / mn MoU MICR viii . 1961.T. 2000 and amendments thereto Foreign Institutional Investors as defined under SEBI (Foreign Institutional Investor) Regulations. 2000 Gross Domestic Product Government of India High Net worth Individual Hindu Undivided Family International Financial Reporting Standard Information Technology Information Technology Enabled Services The Income Tax Act. Government of India Earnings Before Interest. profit after tax for a fiscal year divided by the weighted average outstanding number of equity shares at the end of that fiscal year Foreign Direct Investment Foreign Exchange Management Act.

2000. Mumbai. society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts. divided by number of issued equity shares National Capital Region National Electronic Fund Transfer No Objection Certificate Non Resident Non Resident External Account Non Resident Indian. as amended from time to time Securities Contracts (Regulation) Rules. RTGS SCRA SCRR SEBI SEBI Act ix .Term NA NAV Description Not Applicable Net Asset Value being paid up equity share capital plus free reserves (excluding reserves created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account. 2000 Non Resident Ordinary Account National Securities Depository Limited National Stock Exchange of India Limited A company. as defined under FEMA and the FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations. as amended from time to time The Securities and Exchange Board of India constituted under the SEBI Act. partnership. Mumbai 400 002 Return on Net Worth Indian Rupees Real Time Gross Settlement Securities Contracts (Regulation) Act. 1961 Persons of Indian Origin Prime Lending Rate The Reserve Bank of India The Registrar of Companies. in which at least 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Transfer or Issue of Foreign Security by a Person resident outside India) Regulations. 1992 Securities and Exchange Board of India Act 1992. Maharashtra located at Everest. OCBs are not allowed to invest in this Issue Price/Earnings Ratio Permanent Account Number allotted under the Income Tax Act. 1956. is a person resident outside India. 1957. 100 Marine Drive. as amended from time to NCR NEFT NOC NR NRE Account NRI NRO Account NSDL NSE OCB P/E Ratio PAN PIO PLR RBI RoC RoNW Rs.

as amended from time to time SEZ SIA Stamp Act State Government UIN US / USA US GAAP USD/ US$ Special Economic Zone Secretariat for Industrial Assistance The Indian Stamp Act. sq. to the total area of the plot Intimation of Disapproval Letter of Intent square feet square metres Transferable Development Rights. which means the quotient of the ratio of the combined gross floor area of all floors. 1899 The government of a state of India Unique Identification Number United States of America Generally Accepted Accounting Principles in the United States of America United States Dollars Technical/Industry Related Terms Term Acre FSI Description Equals 43. Floor Space Index. excepting areas specifically exempted. which means when in certain circumstances. 1997. ft. the development potential of land may be separated from the land itself and may be made available to the owner of the land in the form of transferable development rights. metres TDR x . IOD LOI sq. ft.Term Description time SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations.560 sq.

any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. all references to the “US”. Industry and Market Data xi . In this Draft Red Herring Prospectus.” are to Indian Rupees.Dollar was Rs. All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India.000. its territories and possessions and all references to “UK” are to the United Kingdom of Great Britain and Northern Ireland.S. or the “United States” are to the United States of America. Any percentage amounts. The exchange rate of one U. In this Draft Red Herring Prospectus. prepared in accordance with Indian GAAP and the SEBI Regulations. at any particular rate. “USA”. or can be converted into Indian Rupees. 46. have been calculated on the basis of the Company’s restated financial statements prepared in accordance with Indian GAAP.24 as on October 15. the official currency of the United States of America. 2009. These convenience translations should not be construed as a representation that those US Dollar or other currency amounts could have been. IFRS and US GAAP. All references to “US$” or “USD” are to United States Dollars. One million represents 1.PRESENTATION OF FINANCIAL. or can be converted into Indian Rupees. There are significant differences between Indian GAAP. the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. These translations should not be construed as a representation that those US Dollar or other currency amounts could have been. the Company has presented certain numerical information in ‘million’ units. together with all its territories and possessions. The Company has not attempted to quantify their impact on the financial data included herein and urges you to consult your own advisors regarding such differences and their impact on the Company’s financial data. Accordingly. which are included in this Draft Red Herring Prospectus.000. at any particular rate. the financial data in this Draft Red Herring Prospectus is derived from the restated financial statements of the Company. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. the official currency of the Republic of India. “Our Business”. In this Draft Red Herring Prospectus. Exchange Rates This Draft Red Herring Prospectus contains translations of certain US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. the rates stated above or at all. any discrepancies in any table between the totals and the sum of the amounts listed are due to rounding off. The fiscal year of the Company commences on April 1 of each year and ends on March 31 of the next year. Currency and Units of Presentation All references to “Rupees” or “Rs. as set forth in “Risk Factors”. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Red Herring Prospectus unless otherwise indicated. All references to a particular fiscal year are to the 12 month period ended March 31 of that year. INDUSTRY AND MARKET DATA Financial Data Unless stated otherwise.

The conversion factor from acres to square foot is 1 acre = 43. have not been verified by any independent sources. Similarly. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. industry and market data used throughout this Draft Red Herring Prospectus has been obtained from industry publications and Government data. Although the Company believes that industry data used in this Draft Red Herring Prospectus is reliable. internal Company reports. it has not been independently verified. while believed by the Company to be reliable. xii .Unless otherwise stated.560 square feet.

“plan”. our ability to successfully implement our strategy. uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant statement. respectively.FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward-looking statements”. unanticipated turbulence in interest rates. the real estate market in India. Neither our Company nor any of the GCBRLMs and the BRLMs nor any of their respective affiliates has any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying event. xiii . “objective”. “will continue”. the following regulatory changes pertaining to the industries in India in which we have our businesses and our ability to respond to them. “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages xiv. • We face uncertainty of title to our lands. the monetary and fiscal policies of India. deflation. • Our inability to acquire ownership of or development rights over large contiguous parcels of land may affect our future development activities. regulations and taxes and changes in competition in our industry. which may become more stringent in the future. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to. “project”. see the sections titled “Risk Factors”. plans or goals are also forward-looking statements. “estimate”. our Company. inflation. our ability to manage our growth and expansion. but are not limited to. and • A slowdown in the economic growth in India could cause our business to suffer. even if the underlying assumptions do not come to finalisation. foreign exchange rates. In accordance with SEBI requirements. All forward-looking statements are subject to risks. the performance of the financial markets in India and globally. “believe”. For further discussion of factors that could cause our actual results to differ. “shall”. These forward-looking statements generally can be identified by words or phrases such as “aim”. the GCBRLMs and the BRLMs will ensure that investors in India are informed of material developments until such time as the commencement of listing and trading on the Stock Exchanges of the Equity Shares allotted pursuant to this Issue. Similarly. • The cyclical nature of the Indian real estate market could cause us to experience fluctuations in property values over time. • Our business is heavily dependent on the availability of real estate financing in India. • The launch of new projects that prove to be unsuccessful could impact our growth plans and may adversely impact earnings. but not limited to. “will”. of this Draft Red Herring Prospectus. objectives. equity prices or other rates or prices. “intend”. the following: • Our business is dependant on the performance of and the conditions affecting. • We have not made applications or received approvals for many of our Ongoing and Forthcoming Projects. general economic and political conditions in India and which have an impact on our business activities or investments. “anticipate”. technological changes. “will pursue” or other words or phrases of similar import. • Our business is subject to extensive government regulation with respect to land development. Important factors that could cause actual results to differ materially from our expectations include. our exposure to market risks. changes in domestic laws. “expect”. statements that describe our strategies. 75 and 272. • We have entered into various related party transactions.

Mr. Mr. our business. 13 and 14 of the Maharashtra Ownership of Flats. 94 of 2003 under sections 11. Adi B. No 1. along with its directors.operative Housing Society Metropolitan Magistrate The Directors Mr. 388/M/2004 filed before the Metropolitan Magistrate who intiated process against the Company. Brief Description of the Case Grentex Wools Private Limited has alleged misappropriation of funds and falsification of accounts by our Company in criminal case No. against the Company and the Managing Director of the Company. 2006 in criminal revision application No. Zinnia Co. Milind S. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex.SECTION II: RISK FACTORS RISK FACTORS An investment in equity shares involves a degree of risk. including the risks and uncertainties described below. Amit B. Mr. and the price of the Equity Shares and the value of your investment in the Equity Shares could decline. Zinnia Cooperative Housing Society filed a complaint No. There are certain criminal proceedings pending against the Company and its Directors brief details of which are provided below: The Company S. Adi B. You should carefully consider all the information in this Draft Red Herring Prospectus. Godrej S. Milind S. There are certain criminal proceedings pending against the Company and its Directors. Korde and others has filed a criminal writ petition Complainant Grentex Wools Private Limited Forum High Court of Mumbai xiv . Choudhury and Mr. Amit B. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Godrej. Brief Description of the Case Grentex Wools Private Limited has alleged misappropriation of funds and falsification of accounts by our Company in criminal case No. Mr. Our Company. 1963 and sections 269 and 270 of the Indian Penal Code. No 1. Complainant Grentex Wools Private Limited Forum High Court of Mumbai 2. along with its directors. 388/M/2004 filed before the Metropolitan Magistrate who intiated process against the Company. Godrej. 1360 of 2006 challenging the order passed by the sessions judge dated May 5. Our Company. If any one or some combination of the following risks were to materialise. results of operations and financial condition could suffer. Risks in Relation to our Business and Internal Risks 1. before making an investment in our Equity Shares. Choudhury and Mr. Korde and others has filed a criminal writ petition No. Adi B.

Godrej and other Directors for not mentioning scrap in the agreement on soaps sold to a party. Guwahati Mr. Milind S. Mumbai.C.Nadir. Nadir B. along with its directors. a Franchisee has filed a private complaint under Section 138 read with Section 141 of Negotiable Instruments Act (C. Godrej and Mr. Director and Mr. 4. the field executive.474 of 2008 against the State of Maharashtra. Mr. Mr.S. Ghanshyamdas Gupta of Alpa Cares. Etawah. Y. 388/M/2004 filed before the Metropolitan Magistrate who intiated process againt the Company.B.Kalita has filed case No.1555 of 2008 against Golden Foods & Feeds Limited and its Directors including Mr. Abani. Complainant Assistant Registrar of Companies Forum Additional Chief Judicial Magistrate-XIX 2. Surenkumar Shetty Mr.M. Godrej. No 1. Godrej & Boyce Manufacturing Company Limited (Construction Division). Mr. Surenkumar Shetty has preferred a criminal revision application No. A distributor of Godrej Consumer Products Limited filed a criminal complaint against Mr. Amit B.M. No 1. 1860.Godrej. Adi B. CRIM/1/1994-1995 was filed against Mr. Mr.Kalita Judicial Magistrate First Class. Abani. Korde and others has filed a criminal writ petition No.A.Milind Korde S.B. 1360 of 2006 challenging the order passed by the sessions judge dated May 5. Mr. A criminal complaint No. 2006 in criminal revision application No. 1828/SS/2006) against Godrej HiCare Limited. Mr. for non-payment of dues. 1360 of 2006 challenging the order passed by the Complainant Grentex Wools Private Limited Forum High Court of Mumbai xv . violation of Section 212 (9) of the Companies Act was filed at Esplanade. Choudhury and Mr.Maneck Engineer. Godrej S. 5. Proprietor M/s Singhal Agencies Food & Drugs Administration Chief Judicial Magistrate.Godrej under section 420 of the Indian Penal Code. S. A. Samira Kundu. Mazgaon Sessions Court. Brief Description of the Case No. K.Adi. Vikas Hajela and Mr. Brief Description of the Case Grentex Wools Private Limited has alleged misappropriation of funds and falsification of accounts by our Company in criminal case No. Our Company. No 2. Godrej. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex. Mahendran. under sections 406 and 420 of the Indian Penal Code. Vice-President (Construction) for offences punishable under the Maharashtra Ownership Flat Act. Godrej and Mr. Metropolitan Magistrate. Mumbai Mr. 1963. Chadha. Arun Kumar Singhal. Brief Description of the Case Assistant Registrar of Companies Maharashtra has filed a criminal complaint alleging. Bhatt.B. Complainant Forum Mr. Adi B. Mr. Mumbai against Mr Nadir B. 3. Adi B. Ghanshyamdas Gupta Metropolitan Magistrate 43rd Court Borivali. No.

Grentex Wools Private Limited is the owner of 5859 sq. Promoters and the Group Companies. our Directors. its Subsidiaries. 1360 of 2006 challenging the order passed by the sessions judge dated May 5. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex. 2. 595. Nature of the cases/ claims Criminal Civil FERA No. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex. 2. Ghatkopar. mtrs. our Promoter and the Promoter Group Companies. No. 1. its Directors. of cases outstanding 16 3 2 xvi . Mr. our Promoters and our Promoter Group Companies: Litigation against the Company S. LBS Marg. Brief Description of the Case Grentex Wools Private Limited has alleged misappropriation of funds and falsification of accounts by our Company in criminal case No.Amit Choudhury S. 3. million) 103. For further details of outstanding litigations against the Company. 2006 in criminal revision application No. including criminal proceedings. finance and expertise for construction of a commercial building as under the terms of this agreement. 2006 in criminal revision application No. Choudhury and Mr. 2. There are certain proceedings. situated in Kirol. There are outstanding litigations against us. Godrej. Amit B. please see the section titled “Outstanding Litigations and Material Developments” beginning on page 295 of this Draft Red Herring Prospectus. Godrej Properties and Investment Limited is the project manager whereby it is to provide services. Mr.73 Litigation against the Directors S. No Brief Description of the Case sessions judge dated May 5. No 1. of cases outstanding 17 2 2 Amount involved (In Rs. Korde and others has filed a criminal writ petition No. our Directors. Our Company. Nature of the cases/ claims Civil Criminal Income Tax Proceedings No. Complainant Forum Mr. 1. 598B. along with its directors. 1997 was entered into between Grentex Wools Private Limited and Godrej Properties and Investments Limited. No. pending in various courts and authorities at different levels of adjudication against us. Mumbai bearing survey no. Milind S. Adi B. our Subsidiaries. Complainant Grentex Wools Private Limited Forum High Court of Mumbai An agreement dated December 30. 3. 388/M/2004 filed before the Metropolitan Magistrate who intiated process againt the Company. 594.S.

Property related 5 Godrej Industries Limited 6. Income Tax Wadala Commodities Limited 1. of cases outstanding 3 1 Litigation against Promoters Amount involved (In Rs.97 2.68 1184. Customs 38 8.S.60 1. Excise 6. No. Miscellaneous 63 9. Intellectual Property 7.22 82. million) 23.33 1.50 - Sr.01 524. Criminal 31 Litigation against Subsidiaries: Nil Litigation against Group Companies Sr. Excise 126 7. IR cases 7 11.04 225. Criminal 2 3. No. Nature of the cases/ claims No. Labour 4.22 1. No. Sales Tax 5. Nature of the cases/ claims Consumer Insider Trading No. Income Tax 14 13. Income Tax Godrej Consumer Products Limited 1. Civil 19 5.14 135. Miscellaneous Godrej Hershey Limited 11 1 1 2 16 2 5 6 11 11 3 6 xvii . Consumer 333 2.33 3. Arbitration 1 14.13 75. Customs 2.87 67. Service Tax 8 10. million) 19.42 4.25 1. 5.40 0.06 156. of cases outstanding Godrej & Boyce Manufacturing Company Limited 1. Civil 3.61 Geometric Limited 1. Nature of the cases/ claims No.20 0. Criminal 2. 4. Consumer 4. Consumer 3. CMRS 5 12. of cases outstanding Amount involved (In Rs.21 169. Labour 7 4.

We may not be able to identify appropriately experienced third parties and cannot assure you that skilled third parties will continue to be available at reasonable rates and in the areas in which we undertake our projects. xviii . Consumer 3. Consumer Cases 2. 27. and the inability or unwillingness or such third parties to provide their services to us on a timely and cost-efficient basis may adversely affect our results of operations. As a result. Civil Godrej Tyson Foods Limited 8. If such contractors are unable to perform their contracts. The timing and quality of construction of the projects we develop depends on the availability and skill of these third parties. engineers. construct and sell our projects in accordance with our specifications and quality standards and under the time frames provided by us. Labour 5. Any consequent delay in project execution could adversely affect our profitability and reputation. Labour Veromatic International BV 1. 3. its Directors.58 30 94 50 EUR 500. We may only have limited control over the timing or quality of services and sophisticated machinery or supplies provided by such third parties and are highly dependant on the services of such third parties. at the estimated cost. Excise 5. Trademarks 2. We enter into agreements with third party entities to design. including labour and raw material shortages and industrial action such as strikes and lockouts. 146. and other suppliers of labour and materials. its Subsidiaries. quality standards and time frames specified by us. Excise 4. please see the section titled “Outstanding Litigations and Material Developments” beginning on page 295 of this Draft Red Herring Prospectus. We are dependent upon third party entities for the development and sale of our projects. Sales Tax Mercury Manufacturing Company Limited 1.Sr.4 3. Criminal 4. Labour 3. million) Rs. including completing our developments within the specifications.00 0. No. We require the services of other third parties. or at all. 1 23.70 million The total claim in the cases filed against the Company: Rs. Criminal The total claim in the cases filed by the Company: Rs. Consumer Godrej Sara Lee Limited 1. Civil 3. our business. Micelleneous 6. Promoters and the Group Companies. we may be required to make additional investments or provide additional services to ensure the adequate performance and delivery of contracted services. as well as contingencies affecting them.56 million For further details of outstanding litigations against the Company. Negotiable Instuments Act 7.5 - 1. or at all. including architects. Nature of the cases/ claims No. of cases outstanding 11 2 3 54 7 13 2 2 4 1 4 4 1 2 2 1 6 1 Amount involved (In Rs. Food Adulteration Godrej Agrovet Limited 1.9 0. Trademark 2.

or the assessment of such information by a third party. shortage of qualified skilled labour or lack of availability of adequate infrastructure. our operations may be affected by circumstances beyond our control such as work stoppages. is subject to risks and potential liabilities arising from the inaccuracy of such information. Further. or on the part of a prior transferee. some of our Land Reserves and future land may not have marketable title which has been independently verified. may adversely affect our business and results of operations. As a result. our business and results of operations could be adversely affected. The process of updating land records may be time consuming and may result in errors and inaccuracy. Additionally. we may not be able to assess or identify all risks and liabilities associated with the land. labour disputes. As each transfer in a chain of title may be subject to these and other various defects. in part. 4. As a result. ownership claims of family members of prior owners. This is because of the various practical difficulties in verifying the title of a prospective seller or lessor of property. The original title to lands may often be fragmented. the amount of property development in India has been significant in the recent past. our contractors and other construction companies have had significant projects to complete and a substantial backlog. If such information later proves to be inaccurate. Additionally. As a result. The difficulty of obtaining title guarantees in India means that title records provide only for presumptive rather than guaranteed title. Even though our contractors provide us with back-to-back warranties. unregistered encumbrances or adverse possession rights. expose us to legal disputes and adversely affect our land valuations. the title to the land may be owned by one or more of such third parties. we cannot assure you that the services rendered by any of our independent construction contractors will always be satisfactory or match our requirements for quality. in certain of our developments. Further. our title and development rights over land may be subject to various defects of which we are not aware. In addition. because of the method of documentation and updating of the land records and the method in which related documents are generally maintained and updates are carried out manually. Further. such as non-execution or non-registration of conveyance deeds and inadequate stamping and may be subject to encumbrances and litigation of which we may not be aware. multiple property registries exist in India. such as faulty or disputed title. In some of these projects. Indian law recognises the concept of a Hindu undivided family. to obtain the consent of all such persons. and as such the inability or unwillingness of third-party suppliers and sub-contractors to provide their products and services to us. If the services of these or other contractors do not continue to be available on terms acceptable to us or at all. which could adversely affect our financial condition and results of operations. or other defects that we may not be aware of. we generally provide warranties for a period of up to three years for construction defects and may be held liable for such defects. any acquisition or development decision made by us in reliance on our assessment of such information. which may impede the transfer of title. Indian law recognises the ability of persons to effectuate a valid mortgage on an unregistered basis by the physical delivery of original title documents to a lender. such warranties may not be sufficient to cover our losses. we are required to compensate our customers at specified rates for the delay. and land may have multiple owners. whereby all family members jointly own land and must consent to its transfer.reputation and results of operations could be adversely affected. Certain lands may have irregularities of title. In addition. While we conduct due diligence and assessment exercises prior to acquiring land or entering into development agreements with land owners and undertaking a project. We have limited control over the cost. Adverse possession under Indian law also arises upon 12 years of occupation to valid ownership rights as against all parties. any defects or xix . including government entities that are landowners. failing which. and as such we cannot assure you that the persons with whom we enter into development agreements have clear title to such lands. We face uncertainty of title to our lands. without whose consent a land transfer may be challenged by such non-consenting family member. This is. including on a timely and cost-efficient basis. For example. or a development partner. some of our projects are being executed through development agreements in collaboration with third parties. availability or quality of their products or services. improperly executed. we commit to complete the developments within specified time frames. unregistered or insufficiently stamped conveyance instruments in the property’s chain of title. Our title to land may be defective as a result of a failure on our part. which makes verification of title difficult. without the requirement of registration of ownership rights by the adverse possessor. or our contractors could claim defences not available to us against our customers. including minor children.

5 acres of land forming part of Godrej Garden City Project. The uncertainty of title to land makes the acquisition and development process more complicated. have entered into agreements to acquire but have not yet acquired. expose us to legal disputes and adversely affect our land valuations. The details of our total land bank that is under litigation is as follows: Name/Location of the Project Type of Development Estimated Developable Area (in million sq. Point No. or entities which have granted us development rights. ft.17 0. The failure of prior landowners to comply with such requirements may result in our failing to have acquired valid title or development rights with respect to that land.06 0. 1 Page No. 304. Additionally. and we may have to make payments to these claimants as compensation.03 Planet Godrej. 4 Page.05 Page 303.81 0. Mumbai 0. In addition.02 0. 1 1.) Saleable Area under litigation (in million sq. being our right to own or develop the land.) Estimated Saleable Area (in million sq. Sion. title insurance is not commercially available in India to guarantee title or development rights in respect of land.17 0. form a significant part of our growth strategy and the failure to obtain good title to this land could adversely impact our property valuations and prospects.17 0. Point No.Towers 5. We cannot assure you that we will be granted or will obtain permission for removal of such restriction in a timely manner. and the cancellation of our development plans in respect of such land. ft. Point No. or at all. land for which we.04 0. ft.irregularities of title may result in the loss of title or development rights over land.5.06 0. Ahmendabad has restriction on transferability under the local land laws of Gujarat and as such require the approval of the regulating authority prior to any development. Mahalaxmi. The absence of title insurance in India means that title records provide only for presumptive rather than guaranteed title. which would have an adverse effect on our business.12 Godrej Eden WoodsPhase III. Legal disputes in respect of land title can take several years and considerable expense to resolve if they become the subject of court proceedings and their outcome can be uncertain.81 1. in a timely manner or in a manner acceptable to us.05 0.) References to such litigation “Outstanding Litigation and Material Developments” Page 298. Point No. If we do not receive permission from the relevant authority. Under Indian law. we may lose our interest in the land. Mumbai Godrej Woodsman Estate (Towers 3. a title document is generally not effective. If we or the owners of the land which is the subject of our development agreements are unable to resolve such disputes with these claimants. 295. we may not be able to develop such land. Thane Apartment Complex High Rise Apartment Complex Apartment Complex Commercial Office Space 0. ft.4.02 0. and we face a risk of loss of lands we believe we own or have development rights over. may impede the transfer of title. unless it has been registered with the applicable land registry and applicable stamp duty has been paid in respect of such title document. For further details see section titled “Our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus The failure to obtain good title to a particular plot of land and the abandoning of the property as a result may materially prejudice the success of a development for which that plot is a critical part and may require us to write off expenditures in respect of the development.) Developable Area under litigation (in million sq.17 0. For example approximately 1.04 xx . nor may be admitted as evidence in court. financial condition and results of operations.6) Bangalore Godrej Coliseum Phase III.03 0.

ft.Name/Location of the Project Type of Development Estimated Developable Area (in million sq. ft.5.60 0 0.4. economic potential of the region. Such data may also be produced on a different basis from comparable information compiled with regards to other countries. Moreover.43 27. current development plans and real estate regulations. the proximity of the land to civic amenities and urban infrastructure.07 0 0. Developable Area and Saleable Area are based on management estimates. approximately 4.82 1. The square footage that we may in the future develop with regard to a particular project may differ from the figures presented in this Draft Red Herring Prospectus based on various factors such as market conditions.6 and 7 Page No. requirements of potential commercial clients.38 1. The square footage data presented in this Draft Red Herring Prospectus with regard to Ongoing Projects and Forthcoming Projects and the area and make-up of our Land Reserves. Point No. title defects. 11 and Page No. 8 Godrej Garden City – Residential & Commercial Township – Residential and Commercial Residential and Commercial Residential and Commercial 40.29 0. Developable Area and Saleable Area are based on management estimates. any inability to obtain required regulatory approvals and any change in Government policies.77 * The estimated Developable Area and Saleable Area considered are excluding the area under litigation.61 30. title defects may prevent us from having valid rights enforceable against all third parties to lands over which we believe we hold interests or development rights.) Developable Area under litigation (in million sq. Additionally.68 0. which could adversely affect our business and results of operations. 305. ft.) Estimated Saleable Area (in million sq. Our ability to identify suitable parcels of land for development and subsequent sale forms an integral part of our business. The statements contained in this Draft Red Herring Prospectus with regard to Ongoing Projects and Forthcoming Projects. We have also not independently verified data from government and industry publications and other sources contained in this Draft Red Herring Prospectus and therefore cannot assure you that they are complete or reliable.52% of the Saleable Area of our Land Reserves is under litigation.83 4. Point No. 3. 5.61 2.) References to such litigation “Outstanding Litigation and Material Developments” Page No. Therefore. surveyors. 6. the availability and competence of third parties such as architects. Point No. 1 Page No. tastes of potential residential customers.92% of the Developable Area and approximately 5. the area and make-up of our Land Reserves. discussions of matters relating to India. including a reduction in such area. and therefore our ability to identify land in the right location is critical for a project. any change in existing real estate regulations or plans may lead to changes in the estimated Developable Area and Saleable Area. Our ability to identify and acquire land or development rights over appropriate land involves taking into account the size and location of the land. the willingness of landowners to sell the land to us or enter into development agreements with us on terms which are favourable to xxi . Our strategy includes acquiring land and/or land development rights through development agreements. Point No.83 45.) Saleable Area under litigation (in million sq.23 Godrej Prakriti* Godrej Avalon TOTAL 3. 305. 298. ft. rendering our management's estimates of the area and make-up of our Land Reserves and developable land incorrect and subject to uncertainty. 304. Our inability to identify and acquire suitable land or development rights at reasonable cost affects our business. engineers and contractors.97 1. current development plans and existing real estate regulations. Our estimates with respect to such area necessarily contain assumptions that may not prove to be correct. Based on the above. its economy or our industry are subject to the statistical and other data upon which such discussions are based not being verified by us and may be incomplete or unreliable.

financial condition and results of operations. which would adversely affect our business prospects. this is in some cases making suitable land increasingly expensive. Certain of our projects are being built on large contiguous parcels of land. financial condition and results of operations. 7. we cannot assure you that we will be able to continue to acquire ownership of or development rights over large contiguous parcels of land on terms that are acceptable to us or at all. and for certain projects. if a specific parcel of land has been delineated as agricultural land. financial condition and results of operations. For certain projects. financial condition and results of operations. For example. We pay an advance amount to the aggregator to assist in entering into the required agreements to document the acquisition.us. If we are unable to compete effectively in the acquisition of suitable land. The unavailability or shortage of suitable land for development also leads to escalations in land prices. our business and prospects will be adversely affected. which in turn could cause our business to be adversely affected. prospects. delay or abandon entire projects. The failure to acquire land or obtain development rights over targeted land may cause us to modify. Government directives on land use and obtaining permits and approvals for land acquisition and development. While we have successfully identified suitable projects in the past. ft. we have entered into an agreement with a third party to acquire various contiguous parcels of land measuring approximately 160 acres located at village Kolivli and Umbarde Taluka Kalyan. which in turn may result in failure to maximise our return from such parcels of land. which limited our competitors’ ability to obtain financing. the availability and cost of financing such acquisitions. as our competitors are no longer restricted from accessing funding from foreign financial resources. which could adversely affect our business. the ability to enter into an agreement to buy land from multiple owners. our inability to acquire ownership of or development rights over contiguous parcels of land may adversely affect our business prospects. Although in the past we have not experienced difficulties in acquiring ownership of or development rights over large contiguous parcels of land. no commercial or residential development is permitted without the prior approval of the local authorities. Accordingly. Any failure to identify and acquire suitable parcels of land for development in a timely manner may reduce the number of development projects that can be undertaken by us and thereby affect our business prospects. Any escalation in prices for land could prevent us from acquiring particular land parcels. we may be dependent upon third party entities for sourcing of land. encumbrances on targeted land. However. Further. we may not be as successful in identifying suitable projects that meet market demand in the future. we may be forced to modify the development. the availability of land and its use and development are subject to regulation by various local authorities. these restrictions are gradually being relaxed and. Our inability to acquire ownership of or development rights over large contiguous parcels of land may affect our future development activities. In addition. xxii . our Godrej Genesis project in Hyderabad has an estimated Saleable Area of approximately 9. For example. District Thane. land acquisition in India has historically been subject to regulatory restrictions on foreign investment. For example. This may prohibit us from developing additional large projects or may cause delays or force us to modify the development of the land at a particular location. we may enter into agreements with third parties to source and negotiate the acquisition of land parcels with multiple land owners to aggregate a large contiguous parcel of land for development. For further details. combined with the aggressive growth strategies and financing plans of real estate development companies as well as real estate investment funds in the country. see the section titled “Our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus. If the aggregator is unsuccessful in aggregating the required land. Obtaining such a change in status may affect the price of the specific parcel of land. it also results in an increase in competition to acquire land. As the demand for land for development of residential and commercial properties increases.60 million sq. as well as the land surrounding it. Further information on our Land Reserves is contained in “Our Business – Description of our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus.

Certain parties granting us development rights may not have acquired ownership rights or clear title in respect of land that we have categorised as part of our Land Reserves. we cannot assure you that the third parties with whom we have entered into such agreements will be successful in acquiring ownership rights or clear title to such land. satisfaction of financial obligations and control over the project. For further details in relation to our Land Reserves. 2009. develop. either for ownership rights or for development rights. we are subject to the risk that pending such consents and approvals. These and other factors may cause our development partners to act in a way that is contrary to our interests. which could have an adverse impact on our business. by virtue of the development agreements. As part of our land acquisition process. though the portion of revenues. Most of these development agreements confer rights on us to construct. bankruptcy or such other proceedings pending with respect to such lands. In these projects. Disputes that may arise between us and our development partners may cause delay in completion. We cannot assure you that projects that involve collaboration with third parties will be completed as scheduled. payment of considerations or our due diligence. 8. This may adversely affect our business prospects. financial condition and results of operations. As a result. Investments through development agreements also involve risks. 2009. There can be no assurance that the power of attorney that has been granted is valid or entitles such power of attorney holder to exercise the right to transfer such land. certain of our projects consist of development arrangements or may be undertaken in collaboration with third parties. Where we do not hold the entire interest in a development. Our development agreements may permit us only partial control over the operations of the development under certain circumstances. such arrangements may be grounds for dispute in the event of any disagreements between the parties in the future. see the section titled “Our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus. including potential disagreements with such third parties and risks with respect obtaining clear title to the land or land development rights. Parties granting us development rights may also have litigation. profits or Developable Area generated from the projects are predetermined. financial condition or results of operations. There can be no guarantee that we would be able to resolve our conflicts in reasonable time on terms favorable to us or at all. causing the whole project to suffer. As of October 15. or that our ventures with these parties will be successful. We may undertake projects jointly with third parties. we have entered into MoUs with third parties to acquire land or land development rights with respect to approximately 13. Similarly. sellers may transfer the land to other purchasers or that we may never acquire formal title or land development rights with respect to such land. We enter into agreements with various third parties to acquire land or development rights which may entail certain risks. Further. market and eventually sell the Developable Area to third party buyers. the title to the land may be owned by one or more of these third parties and we. it may be necessary for us to obtain consent from a development partner before we can cause the development partner to make or implement a particular business development decision or to distribute profits to us. 9. These projects comprise 85% of the total acreage in our Land Reserves.We may also be forced to pay premium amounts for acquiring ownership of or development rights over certain large parcels of land. For further details in relation to our xxiii . which entails risks with respect to completion of the project.67% of our total Land Reserves. we enter into MoUs or development agreements with third parties including power of attorney holders prior to the development of the particular parcel of land. Paying premium amounts for land may limit our ability to fund other projects and may adversely affect our business. or otherwise be unwilling to fulfil their obligations under our development arrangements. Power of attorney holders are persons who are authorised to transfer lands on behalf of the owners of the land. acquire development rights to the land. Since we do not acquire ownership or land development rights with respect to such land upon the execution of such MoUs. or at all. including the possibility that our development partners may fail to meet their obligations under the development agreement. formal transfer of title or land development rights with respect to such land is completed after we have conducted satisfactory due diligence and/or requisite governmental consents and approvals have been obtained and/or we have paid all of the consideration for such land. suspension or complete abandonment of that project. As of October 15. Such agreements do not convey any interest in the immovable property to us and only the development right is transferred to us.

We typically do not pay any advance when we enter into an MoU. prospects. 10. In the event that we do not receive these approvals. There can be no assurance that we will be able to enter into definitive agreements with any of these companies on terms acceptable to us. the prevailing preferences of the consumers and regulations applicable to us. beginning on pages 114 and 75. the proposed use and development plans for these projects may be subject to further changes. at the intended cost or at all. A majority of our Land Reserves is not registered in the name of the Company. There can be no assurance that these sellers will be able to satisfy their conditions within the time frames stipulated. we may be required to write off the expenditure that we have incurred in respect of the development. fire safety clearances and the commencement. 2009. any indecisiveness or delay on our part to perform our obligations under these agreements. This land does not form a part of our Land Reserves and the memoranda of understanding do not constitute definitive agreements for the development of this land. As some of our Ongoing and Forthcoming Projects are still in initial stages of development. in certain cases. such as faulty or disputed title. unregistered encumbrances or adverse possession rights. financial xxiv . we may not be able to recover all or part of the advance monies paid by us to these third parties. our business. please refer to the sections titled “History and Corporate Structure” and “ Our Business – Memoranda of Understanding with the Godrej Group Companies”. 11. we are required to obtain requisite environmental consents. A majority of our Land Reserves is not registered in our name. As of October 15. and applications need to be made at appropriate stages for us to successfully execute our projects. Any failure to complete the purchases of land.Land Reserves. Further. Many of our projects are in the preliminary stages of planning and require approvals or permits and we are required to fulfill certain conditions precedent in respect of some of them. we have paid up to Rs.00 million as an advance to ensure that the seller of the land satisfies certain conditions within the time frames stipulated under the agreement. as may be decided by us keeping in mind various factors including the economic conditions. which may require us to reschedule our current or planned projects. certain third parties with whom we have entered into MoUs may not have ownership rights or clear title over such land. For further details in relation to our Land Reserves. may have to comply with certain conditions or have litigation pending with respect to such land. For example. or at all. see the section titled “Our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus. In the event that we are unable to acquire certain land or land development rights in accordance with our preferences. completion and occupation certificates from the competent governmental authorities. of this Draft Red Herring Prospectus. We cannot assure you that we shall receive any of the underlying approvals in a timely manner or at all. For further details of the memoranda of understanding. we are not aware of any litigation pending with respect to such land. we may lose the right to acquire these lands and may also be unable to recover the advance payments made in relation to the land. Consequently. We have entered into provisional agreements with members of the Godrej group of companies for developing their land. see the section titled “Our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus. may lead to our inability to acquire these lands. Further. and we may not be able to enter into definitive agreements with these companies on terms acceptable to us or at all. 12. In addition. We require statutory and regulatory approvals and permits. may have created encumbrances over such land. 65. if there is any such encumbrance on the land or any other liability or risk associated with the land. We have entered into memoranda of understanding with certain members of the Godrej group of companies for developing land owned by them in various regions across the country. as the agreements may also expire. We cannot assure you that we will be able to assess or identify all risks and liabilities associated with the land that is not registered in our name. in the event that these agreements are either invalid or have expired. financial condition and results of operations. however. respectively. renew these agreements on terms acceptable to us or recover the advance monies from the relevant counterparties could adversely affect our business.

such as steel. inclement weather and road accidents. doors and windows. especially cement and steel. While we believe we will obtain approvals or renewals as may be required. Certain approvals are pending with respect to Ongoing and Forthcoming Projects for which we intend to utilise a portion of the proceeds of this Issue. and we cannot assure you that we will be able to complete these projects within the stipulated budgets and time schedules. For further details. For more information. our supply chain for these building supplies may be periodically interrupted by circumstances beyond our control. Further. we may not be able to adapt to new laws. xxv . Increase in prices of. 14. bitumen. their distributors. during periods where the prices of building materials significantly increase. see the section titled “Government and Other Approvals” beginning on page 322 of this Draft Red Herring Prospectus. shortages of. There could be unscheduled delays and cost overruns in relation to our Ongoing Projects and Forthcoming Projects. some approvals and/or renewals for projects under joint development have been obtained or applied for by our joint development partners and/or owners of the land and such approvals and/or renewals have not been transferred in our name. The prices and supply of such building materials depend on factors not under our control. there cannot be any assurance that the relevant authorities will issue any such approvals or renewals in the anticipated time frames or at all. Further. During periods of shortages in building materials. In addition. hardware. in particular are susceptible to rapid increases. Our ability to develop and construct projects. 13. Further. in a timely manner. Any delay or failure to obtain the required approvals or renewals in accordance with our project plans may adversely affect our ability to implement our Ongoing and Forthcoming Projects and adversely affect our business and prospects. at our estimated property development cost. Prices of certain building materials. sand and aggregates. regulations or policies that may come into effect from time to time with respect to the real estate industry in general or the particular processes with respect to the granting of approvals. or at all. We procure building materials for our projects. flooring products. including work stoppages and labor disputes affecting our suppliers. we may not be able to complete projects according to our construction schedules. delays and cost overruns may occur for reasons not involving the fault of our contractors and for which they therefore do not bear any responsibility to us. which could reduce or eliminate the profits we intend to attain with regard to our projects. or at all. or delays or disruptions in the supply of building materials could harm our results of operations and financial condition. we may not be able to pass these price increases on to our customers. as a result of the above factors. or the transporters of our supplies. we are required to renew certain of our existing approvals in respect of our Ongoing and Forthcoming Projects. competition. we have decided not to progress with certain of our projects and therefore may be required to obtain new approvals and permits in the future in respect of projects where we had already previously obtained these. including poor quality roads and other transportation related infrastructure problems. cement. While we provide for penalties against our third party contractors for delays in handing over the project. There could be unscheduled delays and cost overruns in relation to our Ongoing Projects and Forthcoming Projects. production levels. Further. there can be no assurance that we or our joint development partners will not encounter material difficulties in fulfilling any conditions precedent to the approvals or renewals. profitably is dependent upon our ability to source adequate building supplies for use by our construction contractors. Moreover. bathroom fixtures and other interior fittings from third party suppliers. In the past. see section titled “Government Approvals” beginning on page 322 of this Draft Red Herring Prospectus. Additionally. We cannot assure you that our joint development partners will obtain such approvals and/or renewals. which could harm our results of operations and financial condition. and import duties.condition and results of operations could be adversely affected. there can be no assurance that these contractors will pay us those penalties in time or at all and we may incur the cost of delays of the project which could adversely affect our results of operations and financial condition. Due to prevailing market conditions. including general economic conditions. such as cement and steel. we have rescheduled the implementation schedule of some of our planned projects.

government policies. in the future. the real estate market. income levels. such as us. Additionally. the real estate market in India. our business could be adversely affected if the demand for. the Investor shall have xxvi . from incurring indebtedness to purchase or develop land. financial condition and results of operations. and may adversely affect our business. A large number of our customers. perform differently from. finance their purchases by raising loans from banks and other lenders. if the Investor commits any default or any event of default occurs in relation to the Investor. These and other factors may negatively contribute to changes in real estate prices or the demand for and valuation of our Ongoing Projects and Forthcoming Projects. real estate financing at attractive rates and other terms were to be adversely affected. particularly in the regions in which we operate. stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by banks and finance companies could reduce the attractiveness of property or developer financing and the RBI or the GoI may take further measures designed to reduce or having the effect of reducing credit to the real estate sector. and could be adversely affected if market conditions deteriorate. Our business is dependent on the performance of. Real estate projects take a substantial amount of time to develop and we could incur losses if we purchase land during periods when land prices are high. and the conditions affecting. which may limit our ability to respond promptly to market events. among other factors. lower interest rates may assist us in procuring borrowings at attractive terms for the purchase of land or development of our projects. and we have to sell or lease our developed projects when land prices are relatively lower. In addition. especially buyers of residential properties. This may affect the ability of our customers to finance the purchase of their residential properties and may consequently affect the demand for our projects. There is no assurance that the Investor or its board nominees in the two subsidiaries will vote in favour of our interests and the subsidiaries may be prevented from implementing decisions which could be beneficial to our business and financial conditions. in the locations in which we operate. real estate markets in other parts of India. or will not decrease. As such. and be subject to market and regulatory developments different from. For example. The availing of home loans for residential properties has become particularly attractive due to income tax benefits and high disposable incomes. or supply of. Our business is heavily dependent on our ability and our customers’ ability to obtain real estate financing in India. In the event of any change in fiscal. We have entered into certain shareholders agreements with HDFC Venture Trustee Company Limited. and changes in applicable governmental schemes. We cannot assure you that the demand for our projects will grow. 16. is relatively illiquid. including prevailing economic conditions. Certain business decisions and some of the operations of these subsidiaries will require the prior consent of the Investor. We have entered into two shareholders’ agreements with HDFC Venture Trustee Company Limited (“Investor”). The real estate market is significantly affected by changes in economic conditions. The availability of home loans may however. interest rates. monetary or other policies of the GoI and a consequent withdrawal of income tax benefits. Further. The real estate market may. be affected if such income tax benefits are withdrawn or the interest rates on such loans continue to increase or there is a decrease in the availability of home loans. The real estate market may be affected by various factors beyond our control. both for land and developed properties. Rising interest rates could discourage our customers from borrowing to finance real estate purchases as well as companies. Our business is heavily dependent on the performance of the real estate market in India. 17. Further. our business and results of operations may be adversely affected. there could be delays in making such business decisions which could adversely affect our business operations. our Company shall have the right to acquire from the Investor (and on exercise of such right. demographic trends and employment. which currently holds a 49% of the equity interest in each of Godrej Realty Private Limited and Godrej Waterside Properties Private Limited. changes in supply and demand for projects comparable to those we develop. which set forth certain conditions which may adversely affect our business operations. These factors can negatively affect the demand for and valuation of our Ongoing Projects and Forthcoming Projects.15. may restrict the availability of land.

revenues and profits are expected to be derived primarily from the development and sale of residential and commercial projects. including those set forth in this Draft Red Herring Prospectus. Our revenues and profits will be difficult to predict and can vary significantly across periods. Revenues from sales are dependent on various factors such as the size of our developments. investing and financing activities of Rs. We enter into development agreements with various third parties in relation to some of our projects. 23. xxvii . Under these agreements. 2008 and Rs. The negative cash flow for the fiscal year 2008 was primarily a result of an increase in investment activities.052. 18. 320. 2. as well as an increase in trade and other receivables. financial condition or results of operations. As of October 15. In terms of the residential sale agreement. Our total sales and operating income for the fiscal year 2009 was Rs. 2009. approximately Rs. the extent to which they qualify for percentage of completion treatment (see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 272 of this Draft Red Herring Prospectus) under our revenue recognition policies.02% of our total income. Any negative cash flows in the future could adversely affect our results of operations and financial condition.90 million in convertible debentures of Godrej Waterside Properties Private Limited. We have experienced negative cash flows from operating.12 million.15 million in inventory levels due to the cost of construction for a project in Hyderabad. we are required to provide the owners of the land with a deposit which is expected to be refunded upon the completion of the project or credited against payments made to the owners of land. the anticipated completion dates for our projects. the total amount of penalty paid by us under our sales agreements in the last four years is approximately Rs. the aggregate of all penalties in the event of delays may adversely impact the overall profitability of the project and therefore adversely affect our results of operations. Therefore. our results of operations are below market expectations.80 million in the year ended March 31. including the acquisition of Happy Highrises Limited for a consideration of Rs. the price of our Equity Shares could decline. 2.00 million is non-refundable. 823.464. If in the future. 7. an increase in advanced loans and advances to subsidiaries totalling Rs. which could cause the price of our Equity Shares to fluctuate. The occurrence of such an event may have an adverse effect on our business prospects. Accordingly. in large residential projects. 21.601. thereby affecting the timing of our sales commencement dates.75 million has been paid in such deposits. The combination of any of these factors may result in significant variations in our revenues and profits across periods. we believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and should not be relied upon as indicative of our performance. loans and advances and inventory levels. out of which Rs. We are required to make certain payments when we enter into development agreements which may not be recoverable. 25.the obligation to sell) all of the Investor’s shares.64 million.95 million in the year ended March 31. As of October 15. 583. the rights of lessors or third parties that could impair our ability to sell projects and general market conditions. 19.75 million. or 82. 147.38 million and an increase in the amount of funds deployed for the development of Ongoing Projects to Rs.72 million and an investment of Rs. 2007. We are subject to a penalty clause under our sale agreements entered into with our customers for any delay in the completion and hand over of the units that are a part of our projects. 74. In addition. We have experienced negative cash flows in prior periods. are estimates based on current management expectations and could change significantly. Under our current business model. 2. 2009. the penalty payable by us varies between 9% to 18% per annum. 20. The sale agreements into which we enter with our residential and commercial customers contain penalty clauses wherein we are liable to pay a penalty for any delay in the completion and hand over of the units to the customers. The negative cash flow for the fiscal year 2007 was primarily a result of a change of Rs.

Bengaluru and National Capital Region of Delhi. industrial or IT units that conduct business within SEZs as well as on the continued availability of fiscal incentives under the SEZ regime and appropriate financing options for SEZ units.sezindia. our ability to obtain approvals and attract manufacturing. has resulted in a substantial change in the nature of these consumers’ demands. We may also face competition from SEZs being developed in neighbouring areas as well as from our potential customers who may set up their own SEZs. the development agreement is terminated or the development is delayed or cancelled. In order to recover the amounts paid in cases of agreements entered into on a revenue sharing basis. This could have an adverse effect on our business prospects. we recover the amount paid as advance to the land owner by taking possession of the land owner’s share of the land area which is to be developed. Our success in the development of SEZs depends on. In addition. In cases of agreements entered into on an area sharing basis.nic. Many approvals have been granted in and around Hyderabad. This is likely to result in increased competition in SEZ property development. if for any reason. 23. We cannot assure you that we will be able to get the approval for Godrej Genesis. both in terms of the type and location of our projects. Chennai. This may have an adverse effect on SEZs such as cancellation of governmental approvals. we intend to develop SEZs. Also. The SEZ policy framework is evolving and there could be changes in the SEZ regulations. a large number of companies have expressed interest in developing SEZs. Further. We intend to develop or participate in the development of SEZs. which involve various risks. due to the relaxation of the regulatory framework and availability of fiscal and other benefits for setting up operations in SEZs. we may not be able to recover such deposits. Additionally. among other things. As of October 15. financial condition or results of operations. consumers are seeking better housing and better amenities in new residential developments. together with changes in lifestyles. industrial or service units. see the section titled “Our Business – Land Reserves” beginning on page 75 of this Draft Red Herring Prospectus. 22. public interest litigation has been initiated in the Supreme Court of India against the SEZ regulations.htm). The growing disposable income of India’s middle and upper income classes. Changes and/or uncertainties in the central government or state government policies or regulatory frameworks may slow down and adversely affect the demand for SEZs and thereby adversely affecting our SEZ development plans and projects. The SEZ Act has been recently enacted and the central government and several state governments have extended fiscal and other incentives to SEZ developers and customers located within SEZs. If we are required to pay penalties or liquidated damages pursuant to such agreements. There is discontent among local groups in certain areas regarding the compulsory acquisition of land and compensation to be paid to displaced farmers. we are required to indemnify the other parties to the development agreements and pay certain penalties or liquidated damages that are capped as specified in these agreements. 2009 was 578 (Source: http://www. The success of our business is dependent on our ability to anticipate and respond to consumer requirements. in the event of any delay in the completion of the development within the time frame specified. Increasingly. we recover the amount paid as advance to the land owner from the land owner’s share of the revenue paid to the landowner during the course of the project. This increased competition could adversely affect our growth plans based on future SEZ property developments. As part of our property development business. the possibility of withdrawal of the applicable benefits and concessions in the future may have an adverse effect on the attractiveness of SEZs for the manufacturing. In addition. We do not have any experience in developing SEZs. and we decline to do so. industrial or IT SEZs in the future. which creates a risk for our current and planned investment in SEZ developments. Our focus on the development of high quality luxury and comfort residential accommodation requires us to satisfy these demanding consumer xxviii . we may not be able to recover the deposits made by us to the owners of the land.Under these development agreements. Hyderabad or other manufacturing. The total number of formal approvals granted under the SEZ Rules as on January 15. the selection procedure for the grant of SEZ status is open to challenge. 2009 one of our Forthcoming Projects may be developed as a SEZ development. Pune.in/HTMLS/approved-sez. land use and development. For further details in relation to our development agreements. including changes in norms for land acquisitions and associated compensation mechanisms.

Some of our competitors are larger than us and have greater land reserves or financial resources or a more experienced management team. we face the risk that some of our competitors. however. we may be unable to manage our business efficiently. Therefore our ability to anticipate and understand the demands of the prospective customers is critical to the success of our property development business. whether through consolidation or growth. If we are not able to implement our growth strategies or manage our growth. They may also benefit from greater economies of scale and operating efficiencies. resorts and SEZs. 24. and on our ability to anticipate the future needs and expansion plans of these clients. Our business plan is to expand across India. may be better known in other markets. We are embarking on a growth strategy which involves a substantial expansion of our current business. our ability to anticipate and understand the demands of the prospective customers is critical to the success of our real estate development business. accounting and operating systems. We operate our business in an intensely competitive and highly fragmented industry with low entry barriers. enjoy better relationships with land-owners and international or domestic joint venture partners. We believe that one of our key strengths is our ability to acquire land in new areas and the ability to develop projects in these areas in anticipation of consumer demand and deliver residential projects at very competitive margins. If we fail to anticipate and respond to consumer requirements. which could result xxix . fitness centres. such as the size and type of property development. The growth and success of our commercial business depends on the provision of high quality office space to attract and retain clients who are willing and able to pay rent or purchase price at suitable levels. security systems. financial condition and results of operations.expectations. We compete in our business with a number of real estate developers. and the risks relating to revenue generation. As a result. The growth of the Indian economy has also led to changes in the way businesses operate in India resulting in a substantial change in the nature of these consumers’ demands. Even if we have successfully executed our business strategies in the past. Competitors may. may gain early access to information regarding attractive parcels of land and be better placed to acquire such land. present more credible integrated and/or lower cost solutions than we do. squash courts and golf courses. such as hotels. we may not be able to compete effectively with our competitors. We face significant competition in our business from a large number of Indian real estate development companies who also operate in the same regional markets as us. who are also engaged in real estate development. playgrounds. which in turn could adversely affect our business and prospects. tennis courts. as we expand our operations. and failure to compete effectively may have an adverse effect on our business. gardens. or that we will meet the expectations of targeted customers. we could lose current or potential clients to competitors. in the areas of business where we are a new entrant to the market. we run the risk of underestimating supply in the market. Such a growth strategy will place significant demands on our management as well as our financial. As we seek to diversify our regional focus. the complexity and location of the property development. we often do not have adequate information about the property developments our competitors are developing and accordingly. our operations have historically focused in Mumbai. The extent of the competition we face in a potential property market depends on a number of factors. some of whom may have greater breadth of experience and qualifications. Further. community space. The range of amenities now demanded by consumers include those that have historically been uncommon in India’s residential real estate market such as 24-hour electricity. contract value and potential margins. We may face the risk that our competitors may be better known in the markets that are new to us and gain early access to information regarding attractive parcels of land and be better placed to acquire such land. Also. there can be no assurance that we will be able to execute our strategies on time and within the estimated budget. Given the fragmented nature of the real estate development industry. causing us to win fewer tenders. our business and financial results could be adversely affected. 25. swimming pools. There can be no assurance that we can continue to compete effectively with our competitors in the future. the reputations of the customer and us.

While we have entered into various acquisition agreements such as MoUs. as we enter new markets. We can provide no assurance that we will be successful in expanding our business to include other markets in India. business practices and customs. particularly our financial. There can be no assurance that we will be able to conclude definitive agreements for such investment on terms anticipated by us or at all. are more familiar with local regulations. customer tastes. Such expansion also increases the challenges involved in preserving a uniform culture. Our failure to manage our growth could have an adverse effect on our business. operational. While expanding into various other regions. In addition. and environmental standards. term sheets and allotment letters by State Governments/development authorities in various cities for the acquisition of land and/or development rights. maintaining high levels of client satisfaction. we have diversified into Ahmedabad. As a part of our strategy we intend to expand our geographic reach to other locations in India. increased costs and affect the quality of our projects. earnings and financial condition and could constrain our long term growth and prospects. Our Directors and our key management personnel collectively have many years of experience in managing our business and are difficult to replace. contractors and suppliers with whom we may have no previous working relationship. agreements to sell. The deployment of funds as described in the section titled “Objects of the Issue” beginning on page 41 of this Draft Red Herring Prospectus is at the discretion of our Board. Any failure by us to successfully carry out our plan to geographically diversify our business could have a material adverse effect on our revenues. though it is subject to monitoring by an independent agency. The level of competition. Chandigarh. and have stronger relationships with local contractors and relevant government authorities. communications. Recently. 27.78% of the Net Proceeds of the Issue. set of values and work environment across our business operations. We cannot assure you that we will continue to retain any or all of the key members of our management. 26. We may experience difficulties expanding our business into new geographic areas. regulatory practices. safety. identifying and obtaining development rights over suitable properties. all of which may collectively or individually give them a competitive advantage over us. Mangalore. 28. Chennai and Kochi. successfully gauging market conditions in local real estate markets with which we have no previous familiarity. xxx . local taxation in additional geographic areas of India and adapting our marketing materials and operations to different regions of India in which other languages are spoken. Bengaluru. The loss of the services of any such key members of our management team could have an adverse effect on our business and the results of our operations. Kolkata and Hyderabad and our experience in such cities may not be applicable to new cities. We have not entered into any definitive agreements to use a substantial portion of the Net Proceeds of the Issue. Bengaluru. including seeking governmental approvals from government bodies with which we have no previous working relationship. Directors and key personnel and our ability to retain them and attract new key personnel when necessary is an important part of our success. we are likely to compete with local developers who have an established local presence. we have not entered into definitive agreements for 15. recruiting. and may adversely affect our reputation. attracting potential customers in a market in which we do not have significant experience. Kolkata and Hyderabad. technical and marketing personnel. They provide expertise which enables us to make well informed decisions in relation to our business and our future prospects. We initially concentrated our real estate business in the Mumbai Metropolitan region and later expanded our operations to include other cities such as Pune. and adhering to health.in delays. behavior and preferences in cities where we plan to expand our operations may differ from those in the Mumbai Metropolitan region. Pune. financial condition and results of operations. our business will be exposed to various additional challenges. training and retaining management. identifying and collaborating with local business partners. developing and improving our internal administrative infrastructure. We depend on our senior management. business practices and customs. internal control and other internal systems.

the procedure typically followed includes the filing of an application (along with the requisite documents) in a prescribed format with the relevant authority for obtaining a change of land use permission/certificate. Such application is considered by the relevant authority on the basis of criteria established in the relevant zoning regulations for the development of such land. we are subject to various land ceiling regulations. Any delay or failure to obtain the required approvals in accordance with our project plans may adversely affect our ability to implement our projects and adversely affect our business and prospects. we have received a notice that one of our sub-contractors on our Edenwoods. and changes in. respectively. which may vary from state to state. noise emissions. discharge and disposal of chemicals. hindering our development of new projects and harming our ability to maintain or expand our operations. may experience delays in fulfilling the conditions precedent to any required approvals and we may not be able to adapt ourselves to new laws. nor do we maintain “key man” insurance for any of our senior or other key management personnel. health and environmental laws and various labour. the schedule of development and sale or letting of our projects could be substantially disrupted. The real estate sector in India is heavily regulated by the central. 29. health and environmental laws and various labour. workplace and related laws and regulations impose additional costs and may increase our compliance costs and as such adversely affect our results of operations and our financial condition. which impose controls on the disposal and storage of raw materials. health and environmental laws and various labour. and developments may have to qualify for inclusion in local “master plans”. including penalties. see the sections titled “Regulations and Policies” and “Government and Other Approvals” beginning on pages 101 and 322. For more information. While we believe we will obtain approvals as may be required. and changes in. of this Draft Red Herring Prospectus. safety. permits and licences from the relevant administrative authorities at various stages of project development. including policies and procedures established and implemented by local authorities. Our business is subject to extensive government regulation with respect to land development. air and water discharges. We are subject to a broad range of safety. handling. in order to develop and complete a real estate project. there cannot be any assurance that the relevant authorities will issue any such approvals in the anticipated time frames or at all. However. Compliance with. The procedure for obtaining a certificate for change of land use varies from state to state. workplace and related laws and regulations in the jurisdictions in which we operate. The applicant is also required to pay fees for a certificate of change of land use. employee exposure to hazardous substances and other aspects of our operations. workplace and related laws and regulations may increase our compliance costs and as such adversely affect our results of operations and financial condition. Compliance with. which regulate the area of land that can be held under single ownership. state and local governments. regulations or policies that may come into effect from time to time with respect to the real estate sector. developers must obtain various approvals.We do not have employment contracts or non-compete agreements with our Directors and our key management personnel. safety. which may become more stringent in the future. We may encounter major problems in obtaining the requisite approvals or licences. For example. For example. Although we believe that our projects materially comply with applicable laws and regulations. seizure of land and other civil or criminal proceedings. Thane project has failed to pay statutory dues to its employees as required by the relevant labor xxxi . regulatory authorities may allege non-compliance and may subject us to regulatory action in the future. A decision is communicated by the relevant authority within a prescribed period from the date of submission of the application. on the storage. Additionally. Any loss of our senior managers or other key personnel or the inability to recruit further senior managers or other key personnel or our ability to manage attrition levels could impair our future by impairing our day-to-day operations. If we experience material problems in obtaining or fail to obtain the requisite governmental approvals. Real estate developers must comply with a number of requirements mandated by Indian laws and regulations. 30.

These environmental assessments may reveal material environmental problems. 2009. Fluctuations in market interest rates may affect the cost of our borrowings. In addition.457. which could result in our not obtaining the required approvals. If environmental problems are discovered during or after the development of a property. If we do not have access to additional capital. as well as the possibility of unexpected consequences. we may be required to incur costs to remedy the damage caused by such discharges. equity and internal accruals. soil or water may nevertheless cause us to be liable to the GoI or to third parties. We propose to fund such expenditure through a combination of debt. In the fiscal year ended March 31. Our ability to borrow and the terms of our borrowings will depend on our financial condition. results of operations and financial condition. As part of our strategy.82 million of aggregate principal amount of indebtedness (including secured and unsecured) outstanding. as some of our indebtedness may be at variable interest rates. Each of the risks referred to above could delay or impede our ability to achieve our growth objectives or we may not be successful in achieving our growth objectives at all through these means.27 million. Moreover. (4) we may experience a decrease in sales of certain of our existing projects as a result of the introduction of nearby new projects. however. As of June 30. pay fines or other penalties for non-compliance. we will need to satisfy these payments and recover such amounts from the contractor. we may be required to delay. 53. postpone or abandon some or all of our development projects or reduce capital expenditures and the size of our operations. we incurred net interest and finance charges of Rs. xxxii . which could have an adverse effect on our business. we introduce new project developments in the Indian market. 32. certain of our loan documents contain provisions that may limit our ability to incur future debt. Our business is capital intensive and requires significant expenditure for land acquisition and development. or the ability of our third party contractors and developers. health and environmental laws and regulations. any of which could adversely affect our results of operations. and (5) any delays or other difficulties impacting our ability. As we intend to pursue a strategy of continued investment in our property development activities. we had Rs 7. the discharge of raw materials that are chemical in nature or of other hazardous substances or other pollutants into the air. to develop and construct projects in a timely manner in connection with launching the new project initiatives. we may incur significant additional expenditure in the current and future fiscal years. In addition. Each of the elements of new project initiatives carries significant risks. our ability to sell such property could be adversely affected. if hazardous substances are found in a property. or at all. 31. 2009. (3) we may incur costs exceeding our expectations as a result of the continued development and launch of the new projects. the stability of our cash flows and our capacity to service debt in a rising interest rate environment. Our business and our growth prospects require us to invest additional capital. Moreover. which may not be available on terms acceptable to us or at all. As a result. that we will be able to recover these amounts. we are required to conduct an environmental assessment of our projects before receiving regulatory approval for these projects. or on favourable terms. we may incur substantial liabilities relating to clean up and other remedial measures and the value of the relevant projects could be adversely affected.law. While we believe we are in compliance in all material respects with all applicable safety. We may not be successful in obtaining these additional funds in a timely manner. The launch of new projects that prove to be unsuccessful could impact our growth plans and may adversely impact earnings. There can be no assurance. including (1) acceptance by and sales of the new project initiatives to our customers may not be as high as we anticipate (2) our marketing strategies for the new projects may be less effective than planned and may fail to effectively reach the targeted consumer base or engender the desired consumption.

could require us or our development partners to mandatorily relinquish land without judicial recourse and with minimal compensation. if stamp duties were to be levied on instruments evidencing transactions which we believe are currently not subject to such duties. Also. For further details. Godrej Industries Limited has granted our Company the non-exclusive right to use the trademark and logo in our ordinary course of business upon a payment of royalty of 0. The government may exercise rights of compulsory purchase or eminent domain over our or our development partners’ lands. Loss of the rights to use the trademark and the logo may affect our reputation. Any failure in our information technology systems could result in business interruption.5% of the gross turnover of our Company per annum for use of the trademark and logo. airports and railways. Additionally. a fully integrated management tool system across our projects. 35.5% of the gross turnover of our Company per annum. We depend on our information technology systems in managing our construction and development process. Our business and growth plan could be adversely affected by the incidence and rate of taxes and stamp duties. Our brand “Godrej” is owned by Godrej & Boyce Manufacturing Company Limited and assigned to Godrej Industries Limited. if used in respect of our land or our development partners’ land. such as the grant or transfer of development rights. If these duties increase. please see “Statement of Tax Benefits” beginning on page 51 of this Draft Red Herring Prospectus. an enterprise resource planning software and SaleForce CRM. Any negative changes in the regulatory conditions in India or our other geographic markets could adversely affect our business operations or financial conditions. and new types of property taxes may be established which would increase our overall development and other costs. Additionally. The Land Acquisition Act. and we are required to pay a royalty of 0. 1894 allows the central and state governments to exercise rights of compulsory purchase which. and we have not obtained registration of our trademark. and sale values could also be affected. While we deploy “Concerto”. As a property owning and development company. the taxation system within India still remains complex. we have not obtained registration of our trademark. property conveyances are generally subject to stamp duty. we are subject to the property tax regime in each state where our projects are located. We may not be able to prevent infringement of our trademark and a passing off action may not provide sufficient protection. we may be required to litigate to protect our brands.33. our acquisition costs and sale values would be affected. which may affect our business operations. Any such action in respect of one or more of our current or proposed developments could adversely affect our business. xxxiii . We also buy and sell properties throughout India. which may adversely affect our business operations. In addition. We cannot assure you that we will continue to have the uninterrupted use and enjoyment of the trademark or logo in the event that we are unable to renew the license agreement. Each state in India has different local taxes and levies including sales tax / value added tax and octroi. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads. We utilise information technology systems in connection with overall project management. 36. resulting in a reduction of our profitability. 2008. goodwill. SAP®. the cost of acquiring properties will rise. logistics and other integral parts of our business. business and our results of operations. The brand and trademark “Godrej” and the associated logo is assigned by Godrej & Boyce Manufacturing Company Limited to Godrej Industries Limited. adversely affecting our reputation and weakening of our competitive position and could have an adverse effect on our financial condition and results of operations. human resources and accounting. Any such changes in the incidence or rates of property taxes or stamp duties could have an adverse affect on our financial condition and results of operations. 34. Changes in these local taxes and levies may impact our profits and profitability. Our information technology systems are important to our business. These taxes could increase in the future. By an agreement dated May 27.

After the completion of the Issue. These transactions in the present and future may potentially involve a conflict of interest which may adversely affect our business or harm our reputation. see section titled “Our Business – Properties” beginning on page 75 of this Draft Red Herring Prospectus. including. our Promoters may have interests in other businesses which are also in the real estate and property development industry. not all such risks maybe insured or may be possible to insure at commercially acceptable terms. including the Promoters and Promoter Group entities. our Promoters will continue to exercise significant influence over all matters requiring shareholder approval. and our productive capacity may diminish. such as actions with respect to future capital raising or acquisitions. payment of managerial remuneration. While we believe that the insurance coverage which we maintain directly or through our contractors for our business would be reasonably adequate to cover the normal risks associated with the operation of such business. We will be controlled by our Promoters and potential conflicts of interest may exist or arise as a result. These transactions and interests in the present and future may potentially involve a conflict of interest which may adversely affect our business or harm our reputation. ownership rights. 41. including civil and infrastructure costs.37. We cannot assure you that our Promoters will always act in your best interests. and some of the companies of our Promoter Group continue to carry on the same business as us. As a result. Our contingent liabilities could adversely affect our financial condition. Any adverse title. while remaining obligated for any indebtedness or other financial obligations related to our business. Our registered office is on premises we have licensed from Godrej & Boyce Manufacturing Company Limited. 40. or any inability to renew this leave and license agreement on terms acceptable to us. These uninsured losses could result in substantial liabilities to us that could negatively affect our financial condition. payment and receipt of advances for purchase of land. We have entered into various transactions with related parties. we maintain insurance for a variety of risks. Our inability to seek renewal or extension of such license may disrupt our operations. there can be no assurance that any claim under the insurance policies maintained by us will be honoured fully. 70. please see section titled “Related Party Transactions” beginning on page 171 of this Draft Red Herring Prospectus. as per Indian GAAP as of June 30. We have entered into various related party transactions. Any such loss could result in substantial liabilities to us or adversely affect our ability to replace property that is destroyed or damaged. For further details. grant and repayment of loans and grant of corporate guarantees and reimbursement of bank guarantee charges. 39. or at all may cause an adverse effect on our business operations. and will also have effective veto power with respect to any shareholder action or approval requiring majority voting. for risks relating to fire. among others. These related party transactions include entering into development and other agreements. nor that we have taken out sufficient insurance to cover all material losses as policies contain certain exclusions and limitations of coverage. 38. Our consolidated contingent liabilities as disclosed in our restated consolidated financial statements. In addition. reimbursement of costs and expenses. Our registered office is on premises that have been taken on leave and license basis. Such transactions are made on an arm’s length basis on no less favourable terms than if such transactions were carried out with unaffiliated third parties. Our Promoters may take or block actions with respect to our business. in part or on time. we could incur liabilities or losses or lose capital invested in that property. including the composition of our Board of Directors. our Promoters will control. We may be subject to losses that might not be covered in whole or in part by existing insurance coverage. development rights of our landlord or any breach of the contractual terms of the leave and licence agreement we have entered into. burglary and certain other losses and damages and employee related risks. Although. directly or indirectly.42% of our outstanding Equity Shares. which may conflict with our interests or the interests of our minority shareholders. For details of related party transactions. 2009 were as follows: xxxiv . Should an uninsured loss or a loss in excess of insured limits occur.

1958 Claims against the Company under the I.99 20. as disclosed in our restated financial statements.16) (159. 2009 were as follows: Particulars Uncalled amount of Rs.01) NA 0. Certain of our Subsidiaries and Group Companies have incurred losses in the last three fiscal years. as per Indian GAAP as of June 30.01 6. The losses of our Subsidiaries and Group Companies in the last three fiscal years are as set forth in the table below: Name of Group Company Subsidiaries: Godrej Realty Private Limited Godrej Waterside Properties Private Limited Godrej Developers Private Limited Godrej Real Estate Private Limited Godrej Sea View Properties Private Limited Happy Highrises Limited Godrej Estate Developers Private Limited Group Companies: Swadeshi Detergents Limited Vora Soaps Limited Godrej Hygiene Care Limited Golden Feed Products Limited Godrej IJM Palm Oil Limited Godrej Gold Coin Aquafeed Limited Godrej Tyson Foods Limited Natures Basket Limited 2009 2.08 (0.73) NA NA xxxv .99 20. 80/.05) (in Rs. Act. In the opinion of the management the claims are not sustainable Claims against the Company under the labour laws for disputed cases Guarantees given by bank. million) Fiscal Year ended March 31.03) (0.96) (1.08) (0. 42.14) (1. counter guaranteed by the Company Claim against the Company under Bombay Stamp Act.77 16. million) 0.on 70 and 75 partly paid shares respectively of Tahir Properties Limited Claims against the Company not acknowledged as debts represents cases filed by parties in the Consumer forum and High Court and disputed by the Company as advised by our advocates. Certain of our Subsidiaries and Group Companies have incurred losses (as per their standalone financial statements) in the last three fiscal years.& Rs.T.56) * (0.03) (0.85 101.52 2.80 Our unconsolidated contingent liabilities.02) (0.35 (0. 30/.96) (0.04) 0.03) (0.05) (0.58) NA NA 1.06 0. Appeal preferred to Commissioner of Income Tax (Appeals) (In Rs.69) (73. 30/.03) (0.T.22 0. Rs.304 (2.04) NA 0.80 These contingent liabilities have not been provided for in our accounts.89% of our total investment in such subsidiaries. In the opinion of the management the claims are not sustainable Claims against the Company under the labour laws for disputed cases Guarantees given by bank.85 101. 0. 2008 2007 (0.07) (69. our profitability may be adversely affected.56) NA (49.01 NA (1.08 -0. counter guaranteed by the Company Claim against the Company under Bombay Stamp Act.10 14.& Rs.on 70 and 75 partly paid shares respectively of Tahir Properties Limited Claims against the Group not acknowledged as debts represents cases filed by parties in the Consumer forum and High Court and disputed by the Group as advised by our advocates.03) (0.48 NA (1.52 2.01) (0. If any of these contingent liabilities materialise. Act. Our total investment in loss making Subsidiaries in the fiscal year 2009 was 57.01 6. Appeal preferred to Commissioner of Income Tax (Appeals) (In Rs.66) (52.85) (0. 1958 Claims against the Company under the I.22) (4. million) 0.Particulars Uncalled amount of Rs.10 14. 80/.50 million was made during the fiscal year 2009. Out of our total investments in such Subsidiaries.

without giving prior notice to us.155.09 (9. of our total indebtedness.Cauvery Palm Oil Limited Godrej Oil Palm Limited Al Rabha International Trading LLC ACI Godrej Agrovet Private Limited Godrej Consumerbiz Limited Wadala Commodities Limited Godrej Hershey Limited Godrej Agrovet Limited *The amount involved is less than Rs. 200.82 32. 0. As per the terms of these agreements.05) (0. We also require prior consent of our lenders for effecting any change in our ownership. we are permitted to use the funds only for the purpose for which they have been borrowed and thus any transfer of funds to our associate/group companies may require the prior consent of the banks. For further details of our unsecured loans.47 million from IDBI Bank Limited and Rs. and to keep the mortgaged properties insured for full market value against certain risks. As of October 15. 886.52 (0. we had Rs 7.90) 27. If our lenders exercise their right to recall a loan. Godrej (Singapore) Pte.53) (0. Additionally.23) (29. Any additional financing that we require to fund our capital expenditures. limit our ability to pursue our growth plans. We have taken certain loans including unsecured loans. meet working capital requirements and use for other general corporate purposes.16) 9. We are subject to restrictive covenants in certain debt facilities provided to us.197) (0.498) (0.457.66) 27.545) (63. 44.82 million of aggregate principal amount of indebtedness (secured and unsecured) outstanding There are certain restrictive covenants in the arrangements we have entered into with the banks.80) (390. In addition.66 0. as the bank may stipulate from time to time.84 0. we are prohibited from creating. and of these.12 (1. Certain of our indebtedness can be recalled at any time. the loan agreements provide that we cannot create any further charges or encumbrances over mortgaged property and that we may not part with hypothecated property or any part thereof without the prior written consent of the lending bank. it could have a material adverse affect on our financial position. if met by way of additional debt financing. 2007 2006 (7. Dragon Pte.36 0.01 million Name of Group Company Godrej (Malaysia) Sdn. Ltd.90) 133. thereby reducing the availability of our cash flow to fund capital expenditures. Rs.84. 3.71 (8. (Jtd) (19.69) We cannot assure you that these companies will be profitable in the future or at all. require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt.00 million from Punjab and Sindh Bank can be recalled at any time. without any prior notice to us and the bank may impose overdue interest at the specified rates in the event of any default or may vary the interest rates.29 (0. increase our vulnerability to general adverse economic and industry conditions.31 (2. among other things.22) (1. either through the imposition of restrictive financial or operational covenants or otherwise. Further. 2009.50) 9. 2009.26) 6.44) Fiscal Year ended December 31. xxxvi .17 (3. 43.87.98. As of June 30.34) 0. which may be recalled by our lenders at any time. among other things. and limit our flexibility in planning for. control and management as well as for making any amendments to the Memorandum and Articles. may place restrictions on us which may. Bhd.T. at the bank’s absolute discretion. Furthermore.06 55. certain of our secured loans can also be recalled by our lenders at any time. J. loans in the amount of Rs.156) (58.14) (0. to maintain in favour of the bank a margin between the value of mortgaged property and the balance due to the bank. Ltd.00 million constitutes unsecured loans. assuming or incurring any additional long-term indebtedness without the prior consent of our lenders. or reacting to changes in our business and our industry. please refer to the section titled “Financial Indebtedness” beginning on page 289 of this Draft Red Herring Prospectus.07) 0. our arrangements with the lending banks permit the bank to withdraw or recall their loans or debit the instalments or interest payable from any of our accounts maintained with the bank.50 2008 (31. Additional restrictive covenants require us.

Historically.45. We recognise revenue based on the percentage of completion method of accounting on the basis of our management’s estimates of revenues and development costs on a property by property basis. builtup infrastructure and construction and development projects. xxxvii . We believe the “Godrej” brand is recognisable amongst the populace in India due to its long presence in the Indian market and the diversified businesses in which the Godrej group operates. We cannot assure you that real estate market cyclicality will not continue to affect the Indian real estate market in the future. For more information on these restrictions. including customer complaints. housing. 2 (2005 Series). could have an adverse effect on our business. The cyclical nature of the Indian real estate market could cause us to experience fluctuations in property values over time. We cannot assure you that the estimates used under the percentage of completion method will equal either the actual cost incurred or revenue received with respect to these projects. 2005. there can be no assurance that this established brand name will not be adversely affected in the future by events such as actions that are beyond our control. This may lead to significant fluctuations in revenues and development costs. However. 47. Therefore. Such fluctuations in our revenues and costs could also cause our share price to fluctuate significantly. we may have to revise our management estimates from time to time and consequently our funding requirements may also change. 49. it has issued a notification titled Press Note No. Our established brand name may be adversely affected by events beyond our control. The effect of such changes to estimates is recognised in the financial statements of the period in which such changes are determined. We recognise the revenue generated from our residential and commercial projects on the percentage of completion method of accounting. which subjects such investment to certain restrictions. Restrictions on foreign direct investment in the real estate sector may hamper our ability to raise additional capital. In view of the highly competitive nature of the industry in which we operate. dated March 3. financial condition and results of operations. if not immediately and sufficiently remedied. Our funding requirements and the deployment of the Net Proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution. the Indian real estate market has been cyclical. developments in other businesses that use this brand or adverse publicity from any other source. we may experience fluctuations in property values over time which in turn may adversely affect our business. our revenues and development costs may fluctuate significantly from period to period. we believe that period-to-period comparisons of our results of operations may not be indicative of our future performance. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” beginning on page 272 of this Draft Red Herring Prospectus. As a result. a phenomenon that can affect the optimal timing for both the acquisition of sites and the sale of our projects. Our funding requirements and the deployment of the Net Proceeds of the Issue are based on management estimates and have not been independently appraised. Any damage to this brand name. see the section titled “Regulations and Policies” beginning on page 101 of this Draft Red Herring Prospectus. As a result. This may result in the rescheduling of our project expenditure programmes and an increase or decrease in our proposed expenditure for a particular project. Our inability to raise additional capital as a result of these and other restrictions could adversely affect our business and prospects. financial condition and results of operations. While the GoI has permitted FDI of up to 100% without prior regulatory approval in townships. 46. 48.

including in a primary offering. 52. 53. Mumbai. 2009 with Godrej & Boyce Manufacturing Company Limited. Any future equity issuances by us or sales of our Equity Shares by our Promoter or other major shareholders may adversely affect the trading price of the Equity Shares. the price at which the Equity Shares are initially traded may not correspond to the prices at which the Equity Shares will trade in the market subsequent to this Issue. In terms of the memorandum of understanding the parties have agreed that Godrej & Boyce Manufacturing Company Limited shall grant a new lease to Godrej Industries Limited / our Company or to any other entity as may be formed by Godrej Industries Limited / our Company for a period of 99 years commencing from April 1. certain actions must be completed before the Equity Shares can be listed and trading may commence. Thereafter. developments in the Indian real estate sector and changing perceptions in the market about investments in the Indian real estate sector. including volatility in the Indian and global securities markets. Investors’ book entry. Any future issuance of Equity Shares may dilute your shareholding and sale of our Equity Shares by our Promoter or other major shareholders may adversely affect the trading price of the Equity Shares. and significant developments in India’s fiscal regulations. our Equity Shares may experience price and volume fluctuations or an active trading market for our Equity Shares may not develop. Any future equity issuances by us. After this Issue. Pursuant to Indian regulations. upon receipt of final xxxviii . accounts with depository participants in India are expected to be credited within two working days of the date on which the basis of allotment is approved by NSE and BSE.5 acres of land located at Vikhroli. Additionally. significant developments in India’s economic liberalisation and deregulation policies.50. or “demat”. changes in the estimates of our performance or recommendations by financial analysts. Our Company has entered into certain arrangements with its Promoters for acquiring development rights over land. we have also entered into memoranda of understanding with certain members of the Godrej group of companies. the results of our operations. In addition. You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares you purchase in the Issue. The details of these memoranda of understanding are as follows: Group Company Godrej & Boyce Manufacturing Company Limited Godrej Agrovet Limited Godrej & Boyce Manufacturing Company Limited TOTAL City Mohali (Chandigarh) Bengaluru Hyderabad Acreage 75 100 10 185 Risks relating to the Investment in Equity Shares 51. for developing land owned by them in various regions across the country. adverse media reports on us or the Indian real estate sector. The Equity Shares will be listed on the NSE and the BSE. There has been no recent public market for the Equity Shares prior to this Issue and an active trading market for the Equity Shares may not develop or be sustained after this Issue. The price of the Equity Shares may fluctuate after this Issue as a result of several factors. Our Company has entered into a memorandum of understanding dated October 8. may lead to the dilution of investors’ shareholdings in our Company. and Godrej Industries Limited in relation to approximately 36. Further. the performance of our competitors. any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares. 2010 for development of such property. the owner.

1992 the face value of the equity shares of Rs. Refer to the notes to our financial statements relating to related party transactions in the section titled “Related Party Transactions” on page 171 of this Draft Red Herring Prospectus.982. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds. If the Pre-IPO Placement is completed. The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. trading in the Equity Shares is expected to commence within seven working days of the date on which the basis of allotment is approved by the Designated Stock Exchange.444. The Company is considering a PreIPO Placement of up to 2. subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.47 million as per our consolidated restated financial statements under Indian GAAP and Rs.5% of the post issue paid up capital of the Company.005. 10 each for cash at a price of Rs. The Company’s net worth as at March 31.approval from the NSE and the BSE. Notes to Risk Factors: • Public Issue of 9. Further. 49. If at least 60% of the Issue cannot be allocated to QIBs. The Issue would constitute 13. the Issue is being made through the 100% Book Building Process whereby at least 60% of the Issue will be allocated on a proportionate basis to QIBs. If such amendment becomes effective. In accordance with Rule 19(2) (b) of the SCRR. We cannot assure that the Equity Shares will be credited to investors’ demat accounts. The average cost of acquisition of per Equity Share by our Promoters. 2009 was Rs.21. Any such further issuance or sale by our existing shareholders may affect the market price of our equity shares. The Government has proposed an amendment to the SCRR wherein a minimum public holding of 25% for an initial and continuous listing would be mandatory. out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. within the time periods specified above.429.750 Equity Shares with certain investors (“Pre-IPO Placement”). see the section titled “Capital Structure” on page 26 of this Draft Red Herring Prospectus For details of the interests of our Directors and Key Managerial Personnel. 2009 was Rs. we may have to issue additional equity shares or our existing shareholders may have to sell their existing holdings. not less than 10% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue will be available for allocation on a proportionate basis to Retail Individual Bidders. 10 each. 38. [ ] million. or that trading in the Equity Shares will commence. the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement. 2.47 as per our restated consolidated financial statements under Indian GAAP and Rs. 100 each were sub-divided into equity shares with a face value of Rs. 3. then the entire application money will be refunded forthwith. 49. On December 2. For details of transactions in Equity Shares undertaken by our Promoter and Promoter Group.750 equity shares of Rs. subject to valid Bids being received from them at or above the Issue Price. For details of the interests • • • • • • • • xxxix . this being an Issue for less than 25% of the post–Issue capital. [ ] per equity share (including a share premium of Rs. [●] per equity share) aggregating Rs. is Rs. please refer to the section titled “Our Management” on page 130 of this Draft Red Herring Prospectus. subject to valid Bids being received at or above the Issue Price.36 as per our restated unconsolidated financial statements under Indian GAAP.07 million as per our unconsolidated restated financial statements under Indian GAAP. The net asset value per Equity Share as at March 31. which has been calculated by taking the average amount paid by them to acquire our Equity Shares.

of our Promoters and Promoter Group. please refer to the section titled “Basis of Allotment” on page 371 of this Draft Red Herring Prospectus. xl . in any category. 1985 under the Companies Act. Investors are advised to refer to the section titled “Basis for Issue Price” on page 48 of this Draft Red Herring Prospectus before making an investment. • • • • • We were originally incorporated as Sea Breeze Constructions and Investments Private Limited on February 8. 1990. if any. See the section titled “Capital Structure” on page 26 of this Draft Red Herring Prospectus Investors may contact the GCBRLMs and BRLMs and Syndicate Members for any complaints. 1956 with the RoC. 2001 and the same was approved by the RoC on September 18. • Except as disclosed on page 29 of this Draft Red Herring Prospectus. Trading in the Equity Shares shall be in dematerialised form only. Our name was further changed to Godrej Properties Limited pursuant to a special resolution of the members passed at the extraordinary general meeting on November 23. Allotment to Bidders in all of the categories shall be on a proportionate basis. The BRLMs and Syndicate Members are obliged to provide the same to investors. 2004. 2004 by the RoC. would be met with spill over from other categories at our discretion. The fresh certificate of incorporation consequent upon the name change was granted to us on July 16. In the year 1991. in consultation with the GCBRLMs and BRLMs. The fresh certificate of incorporation consequent to the change of name was granted on December 10. except the QIB Portion. For more information. All information shall be made available by the GCBRLMs and BRLMs. please refer to the section titled “Our Promoters and Promoter Group” on page 149 of this Draft Red Herring Prospectus. the status of our Company was changed to a deemed public company by deletion of the word “private” from the name of the Company and subsequently the status was changed to a public limited company pursuant to a special resolution of the members passed at the extraordinary general meeting on August 1. Investors may note that in case of over-subscription in the Issue. The name of our Company was changed to Godrej Properties and Investments Private Limited pursuant to a special resolution of the shareholders dated July 2. 2001. Syndicate Members and the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever. we have not issued any Equity Shares for consideration other than cash. Under-subscription. 1990. information or clarifications pertaining to the Issue.

Currently. Kolkata. and “forthcoming projects”. of Developable Area. ft. as well as other open area. Godrej Industries Limited is the listed flagship company of the Godrej group of companies. ft. Godrej Industries Limited. Maharashtra. of Developable Area and 50.74 million sq. and (iii) internal project development plans are complete (“Forthcoming Projects”).676. 2009. During the fiscal year 2009. or is in the process of being submitted to the relevant authority. 2009: 1 .21 million sq. currently holds 80. 1. our total revenue contribution from operation of our commercial activities. As of October 15. and includes carpet area. Chennai and Kochi. Bengaluru.04 acres. We entered into our first project in 1991. or an application for change in status to nonagricultural/commercial/residential use has been submitted. other than car parking space. we have completed a total of 23 projects comprising 16 residential and seven commercial projects. which are projects for which (i) land has been acquired or a memorandum of understanding or development agreement has been executed. We currently have real estate development projects in 10 cities in India. respectively.26% of our equity share capital. 595. “Saleable Area” refers to the part of the Developable Area relating to our economic interest in such property.13 million sq. Our parent company. of Saleable Area. Such area.58 million. Our residential portfolio consists of various types of accommodation of varying sizes. The table below provides our Land Reserves and estimated Developable Area and Saleable Area by cities as of October 15.85 million and Rs. we build office space catering to blue-chip Indian and international companies. Ahmedabad. IT parks catering to the requirements of IT/ITES companies and retail space. We undertake our projects through our in-house team of professionals and by partnering with companies with domestic and international operations (See our Operation Methodology flow chart on page 98 of this Draft Red Herring Prospectus). Our total Land Reserves currently stand at 391. (ii) conversion from agricultural land has been completed. common area. We are a fully integrated real estate development company involved in all activities associated with the development of residential and commercial real estate. including car parking. Our Land Reserves may be broadly classified into land to be developed by us as “ongoing projects”. We initially concentrated our operations in the Mumbai Metropolitan region and later expanded to include other cities such as Pune. “Developable Area” refers to the total area which we develop in each project. The Godrej group was awarded the “Corporate Citizen of the Year” award by the Economic Times in 2003 and the Godrej brand was selected as the fourth best brand in India in The Week magazine’s ‘Mood of the Nation @ 60’ survey published on August 19. The aforesaid Land Reserves include 64. In our commercial portfolio. 2007. if necessary. 230. which includes our Ongoing Projects and Forthcoming Projects. commercial and township developments. The Godrej group of companies includes Godrej & Boyce Manufacturing Company Limited and is one of the leading conglomerates in India. is often referred to in India as “super built-up” area. service and storage area. Our township portfolio includes integrated townships consisting of residential and commercial developments. aggregating approximately 5.SECTION III: INTRODUCTION SUMMARY OF OUR BUSINESS.11 million. aggregating to approximately 82. Chandigarh. our business focuses on residential.23 acres which are in the process of being aggregated. which are projects for which approval to begin construction has been granted by the relevant authority (“Ongoing Projects”). residential activities and other income operations was Rs. STRENGTHS AND STRATEGY Overview We are one of the leading real estate development companies in India (Source: Construction World – “India’s Top 10 Builders”) and are based in Mumbai. Rs. which are at various stages of development. Mangalore. ft. Hyderabad.

33 1.18 million for the fiscal year 2008. Rs. ft.85 26. to a share in the developed property or a share of the revenues or profits generated from the sale of the developed property.60 0.75 391. This land does not form a part of our Land Reserves and the memoranda of understanding do not constitute definitive agreements for the development of these lands.09 million for the fiscal year 2008. we execute a memorandum of understanding with a party who has negotiated the acquisition of the land parcel(s) with the land owner(s) and is in the process of acquiring such land parcel(s).51 6. In addition.0 4. 756. the subject of the acquisition as “aggregated land” and the entire process until the execution of the development agreement or such other document with the aggregator as “aggregation”. 29.86 2. the land parcel(s). 1. 2009. or a combination of all or two of the above entitlements after adjusting the advance amount paid earlier.City Mumbai Pune Bengaluru Kolkata Hyderabad Mangalore Ahmedabad Chandigarh Kochi Chennai TOTAL Estimated Developable Area (in million sq.502. as compensation.43 0. In certain instances.73 million for the period ended June 30. Rs. Our consolidated total income was Rs.93 9. 2.68 2.52 3.62 million for the fiscal year 2007.21 Acreage* 38.76 2.83 40. Typically. 175.275.54 million for the fiscal year 2009 and Rs.32 2.) 2.51 1. 2. ft.60 0.26 1.26 50. 288.72 34.) 3.61 27. We pay an advance amount to the party acquiring the land parcel(s) to assist in entering into the required agreements to document the acquisition. The development agreement generally states that the land owner(s) is entitled.372.23 21. Our consolidated profit after tax and minority interest was Rs. we have entered into memoranda of understanding with certain members of the Godrej group of companies. The details of these memoranda of understanding are as follows: Group Company Godrej & Boyce Manufacturing Company Limited Godrej Agrovet Limited Godrej & Boyce Manufacturing Company Limited TOTAL City Mohali (Chandigarh) Bengaluru Hyderabad Acreage 75 100 10 185 We use the “joint development model” for developing properties.46 16.04 * Area refers to the share of the Company only. The party acquiring the land parcel(s) as described above is generally referred to as an “aggregator”. as compared to Rs. 2009. as compared to Rs.23 million for the fiscal year 2007.38 0.74 Estimated Saleable Area (in million sq.82 9.16 8.23 82.84 15.69 12.53 223. the land owner is paid an advance amount at the time of executing the development agreement.79 million for the period ended June 30.31 1. which entails entering into a development agreement with the owner(s) of the land parcel(s) sought to be developed. 750.91 million for the fiscal year 2009 and Rs. Our Strengths We believe that the following are our principal strengths: Established brand name 2 . for developing land owned by them in various regions across the country.

2007. business partners. 2007.We are a part of the Godrej group of companies. To facilitate CCPM. a CCPM specialised software. we have recently completed implementation of SalesForce CRM for two of our projects. 2009. contractors and suppliers. campaigns and customer complaints. project management and construction expertise. in partnership with the Economic Times. we use “Concerto”. India. We have received many business awards and recognition. such as Mumbai. we enter into development agreements with land owners to acquire development rights to their land in exchange for a pre-determined portion of revenues. where uncertainties. project conceptualisation and marketing. including land acquisition. which is one of the leading conglomerates in India. We work with service providers which enable us to access third party design. We also use IT software and systems to improve productivity and monitor our projects and sales. Pune.04 acres aggregating approximately 82. Business development model Along with selective acquisition of land parcels in strategic locations. customer communication. For example. Execution methodology We focus on the overall management of our projects. we use critical chain project management or “CCPM” methodology to manage our projects. Concerto software allows multi-site communications and provides critical chain scheduling features. ft. These include land parcels which we own directly. We believe we have carried forward this brand name and reputation for quality to the real estate market in our locations of operation. dealing with uncertainties and ensuring our commitments are met. and land parcels over which we have development rights through agreements or memoranda of understanding. Land Reserves in strategic locations As of October 15.21 million sq. We are thereby able to limit our risk through project diversification while maintaining significant management control over our projects. 2008 and 2009 by Construction World and “India’s Best Companies to Work For” (first in construction and real estate) in 2009 by Great Places to Work. In the real estate industry. This business model enables us to undertake more projects without having to invest large amounts of money towards purchasing land. We believe that the Godrej brand name and the reputation associated with it contribute in attracting potential joint development partners as well as our existing partners. It aids in reducing losses of time and capacity. ft. Transparency and efficiency in operations have helped us in developing long-term relationships with our customers as well as investors in the real estate market. We expect that this software will help to increase our rate of lead conversion. of Saleable Area. including being featured among “India’s Top 10 Builders” in 2006. The Godrej group was awarded the “Corporate Citizen of the Year” award by the Economic Times in 2003 and the Godrej brand was selected as the fourth best brand in India in The Week magazine’s ‘Mood of the Nation @ 60’ survey published on August 19.74 million sq. reporting formats and portfolio management features. of Developable Area and 50. improve productivity and reduce costs. In 2008. which captures and tracks lead data. profits or developable area generated from the projects. Finally. we received the Corporate Governance of the Year award by Accommodation Times. track campaign interest and customer interactions. located in or near prominent and growing cities across India. 3 . to ensure the effective control and monitoring of our projects by our core management team. the diversified businesses in which the Godrej group operates and the trust we believe it has developed over 112 years of operations. Bengaluru and Ahmedabad. delays and budget overruns are frequent. we believe that CCPM builds reliability in the timely completion of our projects. We have also completed the implementation of SAP enterprise resource planning system to streamline operations. We believe the “Godrej” brand is instantly recognisable amongst the populace in India due to its long presence in the Indian market. we have Land Reserves comprising 391.

formulating business associations and building relationships with our customers. “Young Executive Board” and “Think Tank” are our key internal human resource initiatives for the development of talent. to conduct a branded business valuation exercise to measure the economic value added by the Godrej brand to our business and to demonstrate how the Godrej brand can be used to attract future joint ventures and partners in order to build our pipeline of projects. Our employee value proposition is based on a strong focus on employee development. we have engaged Brand Finance India. We believe that the skills and diversity of our employees gives us the flexibility to adapt to the future needs of our business. talent management and competency management are supported online by a Peoplesoft® Human Resource Management System customised for us. Qualified and skilled employee base and human resource practices We believe that a motivated and empowered employee base is the key to our competitive advantage. quality and reliability help us in many aspects of our business. an exciting work culture. as one of the “hero” businesses of the group. process partners. To further this strategy. Our Board includes a combination of executive as well as independent members who bring us significant business experience. We believe that our customers and vendors perceive the Godrej brand to be that of a trusted provider of quality products and services. We believe we were one of the early developers in India to extensively implement the joint development model with land owners for real estate development and that we were one of the first companies to implement Stern Stewart’s Economic Value Added concept of measuring financial performance in the real estate business in India. our association with the Godrej group helps us leverage group resources. an independent brand valuation and strategy firm. For example. Continue to utilize effective development model to optimize resources 4 . including corporate governance best practices. empowerment and competitive compensation. In addition. project management consultants. including land sourcing. Our Business Strategies The following are the key elements of our business strategy: Enhance and leverage the Godrej brand and the group resources One of our key strengths is our affiliation and relationship with the Godrej group and the strong brand equity generated from the “Godrej” brand name. in which Godrej Properties was identified. which is actively involved in promoting the green building concept in India with a vision to serve as a single point solutions provider and facilitator for green building activities in India. The Godrej Organization for Learning and Development. We intend to leverage the brand equity that we enjoy as a result of our relationship with the Godrej group of companies to expand our business. We are one of the few property development companies in India to provide its customers with an online interactive portal allowing customers to access critical information regarding their property including accounts and progress of project development. along with the personal grooming. furniture and aerospace divisions.We also associate with other third party architects. investors and lenders. We believe that the strength of the Godrej brand and its association with trust. contractors and international property consultants. Emphasis on innovation We consider innovation to be a key success factor in the property development business. In addition. a London-based brand consultant. Various processes such as performance improvement. service providers. expanding to new cities and markets. we are a founding member of the Indian Green Building Council. e-MBA. Our key managerial personnel are qualified professionals many of who have spent a number of years in various functions of real estate development. we were actively involved in a group-wide branding initiative that was conducted by Interbrand. We also undertake regular satisfaction surveys to measure the satisfaction level of our customers as well as joint venture partners.

We have implemented several initiatives and processes to enhance our execution capabilities by engaging Goldratt Consulting in implementing their “Theory of Constraints” with CCPM. 2009 many of our projects have been or are being executed on a joint development basis (Please refer Annexure V on page 80 of this Draft Red Herring Prospectus). commercial and integrated township projects. instead of outright purchase of the land. to master plan and design our Vikhroli development. We intend to maintain our presence in metropolitan cities and other high growth cities across the country. Kolkata. Ahmedabad. For example. We intend to increase the scale of our business while staying focused on quality. For example. We also use Information Technology (IT) to support our execution capabilities. For example. As of October 15. Hyderabad. we may selectively and opportunistically decide to sell our interest in such property where we perceive significant revenues from such transactions may be recognized. such as the Petronas Towers in Kuala Lumpur. See “– Strengths – Execution methodology” above for details on CCPM. which reduces our debt exposure and corresponding risk. We recognise the importance of delivering quality projects on a timely basis. Focus on execution We intend to continue to scale up the size of our operations and our project teams. Pune. Reduced operating costs are particularly important for the Vikhroli development because we intend to hold the commercial space. who have worked on prestigious projects around the world. we have entered into a memorandum of understanding with Larsen & Toubro Limited for its appointment as a contractor for the development of some of our future projects. This model has been beneficial for us in economic downturns and has provided stability to our business. In cases where we own a percentage interest in the development. to guide us in achieving environmentally responsible design that will result in reduced operating costs for the Vikhroli development. Kochi. We believe that the economic growth in these cities will result in increased demand for residential housing. We enter into revenue. 5 . the Ahmedabad township project has been chosen as one among sixteen projects around the world by the Clinton Climate Initiative to work towards being climate positive. as well as retail and commercial spaces.We intend to continue to develop most of our projects through joint development agreements with land owners. Bengaluru. We have either acquired or are in the process of acquiring development rights in Mumbai. Focus on sustainable development We intend to bring sustainable design to all of our projects. We recognise that continuing to build on our land reserves in our existing markets is critical to our growth strategy. architecture and construction to the best possible partners. Chennai. profit or area sharing agreements with the land owners. All our projects are currently operational on SAP. a well regarded sustainability consulting firm. Chandigarh and Mangalore for residential. and we intend to commission them for designing the first commercial building within the development. we have commissioned Pelli Clarke Pelli Architects. We intend to continue to outsource activities such as design. Maintain our presence in metros and upcoming growth centers We currently have a presence in 10 cities across India. We have also implemented Sales Force Customer Relationship Management (CRM) system for managing leads and tracking customer interactions. In addition. while optimally utilising our resources. One Canada Square at Canary Wharf in London and the International Finance Center in Hong Kong. Selective outsourcing of the development process enables us to undertake more projects and source best-in-class development partners. we have commissioned Atelier Ten.

The summary non-consolidated and consolidated financial information presented below does not purport to project our results of operation or financial condition. 2005. 2008 and 2009 and for the period ended June 30. Our financial year ends on March 31 of each year. 2009 has been prepared in accordance with Indian GAAP and should be read together with the Auditors’ Reports and the non-consolidated and consolidated financial statements and notes thereto contained in this Draft Red Herring Prospectus and the sections entitled “Financial Information”. 6 . 2006. 2007. 272 and 75 respectively. so all references to a particular financial year are to the twelve months ending March 31 of that year. of this Draft Red Herring Prospectus.SUMMARY FINANCIAL INFORMATION The selected historical restated non-consolidated and consolidated summary financial information presented below as at and for the financial years ended March 31. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business” on page 184.

90 1.68 1.86 1.60 41.53 70.810.98 4.2009 2009 AS AT MARCH 31.373.43 1.271.71 21.25 1.44 450.66 41.40 20.69 15.86 4.34 24.68 192.90 2.137.389.475.88 133.14 3.55 60.804.65 9.78 11.398.24 12.28 787.68 72.04 10.26 465.86 3.55 4.164.021.75 14.61 64.26 187.53 6.26 254.17 9.529.12 63.04 37.057.07 2.306.33 182.14 28.38 14.95 83.33 2.69 LIABILITIES & PROVISIONS Secured Loan Unsecured Loan Current Liabilities Provisions 4.14 27.19 557.73 32.852.86 669. LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Loans & Advances 980.59 4.86 412.50 147.13 409.516.723.04 5.326. AS RESTATED Rs.64 2.25 525.02 DEFERRED TAX ASSET 4. in Million PARTICULARS AS AT 30.71 27.93 1.76 1.09 92.91 2.21 196.11 149.23 70.66 990.92 44.14 26.903.96 4. 2008 2007 2006 2005 FIXED ASSETS Gross Block Less : Accumulated Depreciation Net Block Capital Work in Progress / Advance 111.566.26 54.58 127.31 37.45 204.45 INVESTMENTS 557.197.99 4.32 CURRENT ASSETS.05 7.76 NET WORTH 3.30 13.87 1.411.84 4.05 4.433.90 985.78 756.982.876.47 543.36 26.60 51.61 1.80 3.886.141.911.66 115.30 REPRESENTED BY 7 .34 5.19 556.95 415.51 173.11 75.262.SUMMARY STATEMENT OF ASSETS AND LIABILITIES.45 13.67 21.07 2.26 0.20 36.707.32 5.76 1.06.148.75 828.093.78 2.011.06 2.366.69 2.

011.33 2.26 465.06. 2008 604.411.45 SHARE CAPITAL RESERVES & SURPLUS 2.13 2.24 385.407.20 604.81 401.45 2006 64.30 8 .807.2009 2009 604.45 2005 64.87 1.50 350.44 450.95 415.07 2.PARTICULARS AS AT 30.982.85 NET WORTH 3.20 AS AT MARCH 31.20 2007 64.377.

85 76.172.67 75.77 52.70 35.002.65) 0.11 1.372.00 330.52 6.34) (0.35 (402.63 2.59 121.26 Less: Interim Dividend Proposed Dividend Dividend Distribution Tax Transfer to General Reserve 151.34 1.259.27) 0.99 704.40) (1.06 780.13 29.68 1.78 Surplus Brought Forward AMOUNT AVAILABLE FOR APPROPRIATION 751.53 37.33 175.69 13.82 911.51 PROFIT BEFORE TAX 44.2009 to 30.78 56.14 (168.40 200.49 758.06 10.58 339.84 309.36 18.86 97.881.53 0.48 35.275.81) (0.32 751.71 129.50 3.53 820.43 1.98 178.71 113.77) 0.25 0.60 3.48 EXPENDITURE Cost of Sales Employee Remuneration & Benefits Administration Expenses Interest & Finance Charges (Net) Depreciation 90.06.39 25.96 109.83 76.59 9 .93 53.36 41.68 867.46 57.00 37.85 406.33 38.11 749.92 644.03 76.88 6.05 25.79 421.58 87.90 56.25 22. 2009 2008 2007 2006 2005 INCOME Sales Operating Income Other Income Total Income 98.78 292.54 10.93 19.62 567.48 111.85 113.65) 1.00 246.64 526.060.32 255. AS RESTATED PARTICULARS FOR THE PERIOD 01.53 11.78 0.16 418.40 69.26 (312.121.31 1.71 28.06 441.97 1.18 8.02) 0.37 1.18 (57.23 77.15 1.84 SURPLUS CARRIED FORWARD TO `BALANCE SHEET 780.88 425.97 PROVISION For Current Tax For Fringe Benefit Tax For Deferred Tax PROFIT AFTER TAX (15.45 62.SUMMARY STATEMENT OF PROFITS AND LOSSES.21 19.33 5.41 3.06 747.49) 0.07 261.88) (1.51 99.47 199.59 197.00 1.34 (30.04.09 2.93 7. in Million FOR THE YEAR ENDED MARCH 31.153.12 41.87 41.10 77.964.18 460.00 8.32 Total Expenditure 131.98 5.00 270.2009 Rs.71 805.

12 1.80 398.29 REPRESENTED BY 10 .05 0.77 1093.415.60 450.48 32.64 5756.78 728.51 410.13 14.00 392.307.47 2.95 4758.372.03 0.035.30 5855.66 990.847.48 62.96 4659.22 1.19 45.10 903.138.76 1.02 DEFERRED TAX ASSET 4.961.53 28.05 5842.97 12.03 92.67 2.201.83 409.84 4.60 41.04 13.92 4.39 16.55 187.05 0.05 70.128.74 20.529.54 392.01 0.05 0.47 543.746.74 71.491.86 1.83 INVESTMENTS 0.94 268.03 0.82 415.91 2.26 254.36 1.057.14 372.38 38.532.03 0.01 0.34 2.663.75 231.197.72 4.01 0.05 716.14 44.12 43. in Million AS AT MARCH 31.59 5376.90 359.57 9.05 0.99 4.06 0.61 828.853.48 1.11 127.91 4.30 30.47 42.40 14.844.78 3.137.91 1.032.16 4.06 0.83 30. 2008 2007 2006 2005 FIXED ASSETS Gross Block Less : Accumulated Depreciation Net Block Capital Work in Progress / Advance 435.90 60.86 3.32 CURRENT ASSETS.01 NET WORTH 3.30 MISCELLANEOUS EXPENDITURE Preliminary Expenditure 0. AS RESTATED PARTICULARS AS AT 30.20 1.74 3962.05 2.19 39.41 LIABILITIES & PROVISIONS Secured Loan Unsecured Loan Current Liabilities Provisions 6364.65 247.41 53.10 192.01 0.06.94 7.72 2.05 0.172.11 185.16 470.521.86 3. LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Loans & Advances 5873.12 86.88 161.19 370.434.40 1.68 393.CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES.2009 2009 Rs.805.21 4330.25 192.86 14.07 2.30 2.27 2.02 398.05 0.67 39.83 197.01 0.005.83 1903.

06.86 3.60 450.30 381.82 415.83 401.16 470. 2008 2007 2006 2005 SHARE CAPITAL 604.45 64.20 604.45 RESERVES & SURPLUS 2414.PARTICULARS AS AT 30.45 64.30 2384.47 350.804.90 - NET WORTH 3.2009 2009 AS AT MARCH 31.76 7.29 11 .20 64.415.88 4.36 16.51 1.20 604.47 2.035.005.10 3.84 MINORITY INTEREST 17.

84 309.54 1.85 200.CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES.70 35.33 57.21 19.25 0.32 330.65) 1.15 8.01 916.36 178. 2009 2008 2007 2006 2005 INCOME Sales Operating Income Other Income Total Income 98.53 0.27 11.77 52.55 758.47 111.964.02 288.47 199.2009 Rs.86 97.70 13.372.78 757.60 3.16 9.97 PROVISION For Current Tax For Fringe Benefit Tax For Deferred Tax NET PROFIT AFTER TAX AND BEFORE MINORITY INTEREST Minority Interest NET PROFIT AFTER TAX AND MINORITY INTEREST Surplus Brought Forward AMOUNT AVAILABLE FOR APPROPRIATION (15. in Million FOR THE YEAR ENDED MARCH 31.08 766.40 69.50 3.49 7.00 261.122.21 (57.60) 29.63) 0.51 PROFIT BEFORE TAX AND MINORITY INTEREST 45.05 76.26 425.78 (0.39 25.96 109.2009 to 30.38 175.77) 0.07 37.09 2.87 41.39 (322.10 77.93 7.79 449.20 867.58 197.72 2.35) (0.53) (1.59 121.25 Less: Interim Dividend Proposed Dividend Dividend Distribution Tax Transfer to General Reserve 151.88 6.11 748.50 (169.98 5.62 567.00 270.48 40.33 5.35 1.54 456.51 99.46 4.275.152.67 75.36 18.09 1.27) 0.502.89 1.49 252.46 57.009.42 52.18 1.65) 0.33 (30.51 1.70 787.089.05 25.78 0. AS RESTATED PARTICULARS FOR THE PERIOD 01.413.82 402.58 87.53 11.23 121.84 1.48 EXPENDITURE Cost of Sales Staff Cost Administration Expenses Interest & Finance Charges (Net) Depreciation Total Expenditure 90.73 802.00 37.09 129.49) 0.73 1.48 1.12 41.06.37 38.851.91 1.84 12 .71 129.58 339.34) 756.88) (1.04.45 62.99 704.14) (0.93 19.79 (9.91 113.91 53.23 77.88 40.16 418.00 246.20 1.76 287.07 526.172.25 (402.90 2.37 1.211.86 53.13 30.68 750.25 22.00 8.83 76.

04. 2009 2008 2007 2006 2005 SURPLUS CARRIED FORWARD TO BALANCE SHEET 757.96 52.58 13 .82 76.70 438.73 113.2009 to 30.49 FOR THE YEAR ENDED MARCH 31.06.PARTICULARS FOR THE PERIOD 01.2009 787.

750 Equity Shares* 60.750 Equity Shares with certain investors (“Pre-IPO Placement”).893Equity Shares* (Allocation on a proportionate basis) Balance of QIB Portion (available for QIBs including Mutual Funds) Non-Institutional Portion 5.828. except Anchor Investor Portion. * ** The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis.374. If the Pre-IPO Placement is completed. of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. the entire subscription monies shall be refunded.THE ISSUE Issue of Equity Shares# Of which: QIB Portion** At least 5.259 Equity Shares 69. if any. please see the section entitled “Issue Procedure” on page 349 of this Draft Red Herring Prospectus. at the sole discretion of the Company. in consultation with the GCBRLMs and the BRLMs and the Designated Stock Exchange.429.009 Equity Shares The Company is considering a pre-IPO placement of up to 2. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds.957 Equity Shares* (Allocation on a proportionate basis) Not less than 942. For further details. shall be made on a proportionate basis. The Pre-IPO Placement is at the discretion of the Company. Allocation to all categories. # 9.420.850 Equity Shares* (Allocation on a proportionate basis) of which Available for Mutual Funds only 282.444. in any categories except the QIB Portion. The Company will complete the issuance. would be allowed to be met with spill over from any of the other categories. subject to a minimum Issue size of 10% of the post Issue capital being offered to the public. 14 . if any. the Issue size offered to the public will be reduced to the extent of such Pre-IPO Placement.975Equity Shares* (Allocation on a proportionate basis) Retail Portion Not less than 2.657. subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors. If at least 60% of the Issue is not allocated to QIBs.925 Equity Shares* (Allocation on a proportionate basis) Pre and post-Issue Equity Shares Equity Shares outstanding prior to the Issue Equity Shares outstanding after the Issue Use of Issue Proceeds See “Objects of the Issue” on page 41 of this Draft Red Herring Prospectus for information about the use of the Issue Proceeds. Undersubscription.850.

B. Mumbai – 400 006 15 . Malabar Hill.gov. 2001. Jamshyd N. Mumbai 400 001 Tel: (91 22) 6651 0200 Fax: (91 22) 2207 2044 Website: www. Mumbai – 400 006 Age (years) 67 Address Aashraye. Mumbai – 60 40-D. 1956 with the RoC. The Trees.mca. The name of our Company was changed to Godrej Properties and Investments Private Limited pursuant to a special resolution of the shareholders dated July 2.com Registration Number: 11-35308 Company Identification Number: U74120MH1985PLC035308 Address of Registrar of Companies Our Company is registered with the RoC situated at the following address: Registrar of Companies. Designation and Occupation Mr. Subsequently the status was changed to a public limited company pursuant to a special resolution of the members passed at the extraordinary general meeting on August 1. The Trees. Maharashtra Everest. B. 100 Marine Drive Mumbai 400 002 Website: www. Kher Marg. The fresh certificate of incorporation consequent upon the name change was granted to us on July 16. In the year 1991. Home Street. 1990. Godrej Chairman (Non-Executive) Industrialist Mr. Malabar Hill.GENERAL INFORMATION We were originally incorporated as Sea Breeze Constructions and Investments Private Limited on February 8. 1985 under the Companies Act. For details of the change in our registered office. Godrej House. 4A. Fort. 2001 and the same was approved by the RoC on September 18. Godrej 58 40-D. 1990. 4th Floor. Registered and Corporate Office of our Company Godrej Properties Limited Godrej Bhavan.godrejproperties. please refer to the section titled “History and Corporate Structure” on page 114 of this Draft Red Herring Prospectus. the status of our Company was changed to a deemed public company by deletion of the word “Private” from the name of the Company.in Board of Directors Our Board comprises the following: Name. 67 H. The fresh certificate of incorporation consequent to the change of name was granted on December 10. Nadir B. 2004. Adi B. Kher Marg. Walkeshwar Road. G. 2004 by the RoC. G. Godrej Director (Non-Executive) Industrialist Mr. Our name was further changed to Godrej Properties Limited pursuant to a special resolution of the members passed at the extraordinary general meeting on November 23.

Walkeshwar Road. Pirojsha A. Mumbai – 400 019 62 701. Dadiseth Independent Director Company Director Mrs. Designation and Occupation Director (Non-Executive) Industrialist Ms.400 006 61 Mhaskar Building. Telang Road. Gupte Independent Director Banker/Financial Expert Mr. Manek. Hirandani Gardens. Powai. Ruparel Marg. Godrej Executive Director Service Age (years) 400 006 Address 65 Aashraye. 1A. Korde Managing Director Service Mr. Malabar Hill. A Wing. Mumbai. Mumbai – 400 006 16 . Sector 43. Gurgoan – 122 001. Altamount Road.Name. 153 – C. Keki B. Amit B. Milind S. Olympus Apartments 5C. Sir Bhalchandra Road. L. Mumbai – 400 076 63 8A. Plot No. Haryana 28 Aashraye. Choudhury Independent Director Company Director Mr. Godrej Director (Non-Executive) Company Director Mr. Mumbai – 400 026 68 H. Plot No. Lalita D. Walkeshwar Road. Godrej House. Parmeshwar A.No. Mumbai – 400 019 66 C-304. Godrej House. Pranay Vakil Independent Director Company Director Dr. 67 H. Golden Oak CHS. 67 H. Matunga. Hira Baug. Mumbai – 400 006 46 302. D. 254. Matunga. Pritam Singh Independent Director Professor Mr. A-2/14. PWO Complex.

Company Secretary and Compliance Officer Our Company Secretary and Compliance Officer is Mr. 229 Nariman Point. Home Street. queries or comments received by SEBI shall be forwarded to the GCBRLMs and BRLMs. S. His contact details are as follows: Mr.com Contact Person: Mr. Golf Apartments. Churchgate. Kembhavi.icicisecurities.: INM000011179 Kotak Mahindra Capital Company Limited 3rd Floor. Sumit Pachisia SEBI Registration No. address of the applicant.com Website: www. giving full details such as name. investors may also write to the GCBRLMs and BRLMs. For all Issue related queries and for redressal of complaints. Mumbai 400 021 Tel: (91 22) 6634 1100 Fax: (91 22) 2283 7517 Email: gpl. Designation and Occupation Mr.com Contact Person: Mr. Shodhan A. Kembhavi Godrej Properties Limited Godrej Bhavan.Name. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue. who shall respond to the same. Bakhtawar. ASBA Account number and the Designated Branch of the SCSBs where the ASBA Form was submitted by the ASBA Bidders. Sujan Singh Park. such as non-receipt of letters of Allotment. H. 4A. credit of Allotted Equity Shares in the respective beneficiary account and refund orders.: INM000008704 17 . Bid Amount blocked. All complaints. New Delhi – 110003 For further details of our Directors. Global Co-ordinators and Book Running Lead Managers ICICI Securities Limited ICICI Centre. Shodhan A. Mumbai 400 001 Tel: (91 22) 6651 0200 Fax: (91 22) 2207 2044 Email: secretarial@godrejproperties.com Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre or post-Issue related problems. Mumbai 400 020 Tel: (91 22) 2288 2460/70 Fax: (91 22) 2282 6580 Email: gpl. Parekh Marg. Narayan Independent Director Retired IAS officer Age (years) 66 Address 8. T.kotak.com Investor Grievance ID: customercare@icicisecurities. number of Equity Shares applied for. 4th Floor.com Website: www. with a copy to the SCSBs. Fort.ipo@kotak. see the section titled “Our Management” on page 130 of this Draft Red Herring Prospectus.ipo@icicisecurities.com Investor Grievance ID: kmccredressal@kotak. Chandrakant Bhole SEBI Registration No.

com Investor Grievance ID: complaints@idfcsski.sebi. Mumbai 400 013 Tel: (91 22) 2496 4455 Fax: (91 22) 2496 3666 Domestic Legal Counsel to the Underwriters Luthra & Luthra Law Offices 704 – 706.gov. Lower Parel. Shroff & Co.com Website: www. Worli.com Website:http://www.com Website: www.com Contact Person: Mr.sharekhan.in/pmd/scsb. Mumbai – 400 018. please refer the above mentioned SEBI link.ipo-in@nomura.shtml Investor Grievance ID: investorgrievancesin@nomura. Embassy Centre.kotak. 7th Floor.com Website: www.Book Running Lead Managers IDFC – SSKI Limited 803-4 Tulsiani Chambers. Level 11.gupta@kotak. Annie Besant Road. Lower Parel Mumbai – 400 013 Tel: (91 22) 6748 2000 Fax: (91 22) 2498 2626 Email: pankajp@sharekhan.nomura. Mumbai – 400 021 Tel: (91 22) 6634 1100 Fax: (91 22) 6630 3927 Email: umesh. Mumbai 400 021. Shreyance Shah SEBI registration number: INM000011419 Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www. Pankaj Patel BSE: INB011073351 NSE: INB231073330 Legal Advisors Domestic Legal Counsel to the Company Amarchand & Mangaldas & Suresh A.com Contact Person: Mr.ipo@idfcsski. India Tel: (91 22) 6638 3333 Fax: (91 22) 2204 0282 Email: gpl. Ganpatrao Kadam Marg. Phoenix House. Mumbai 400 021 Tel: (91 22) 6630 3600 Fax: (91 22) 6630 3700 18 .com/asia/services/capital_ raising/equity. Umesh Gupta BSE: IMB010808153 NSE: IMB230808130 Sharekhan Limited A 206. 8th Floor. Nariman Point. For details on designated branches of SCSBs collecting the ASBA Bid cum Application Form.pdf.idfcsski.: INM000011336 Nomura Financial Advisory And Securities (India) Private Limited Ceejay House. Bakhtawar.com Contact Person: Mr. Nariman Point. India Tel: (91 22) 4037 4037 Fax: (91 22) 4037 4111 Email id: gpl. Second Floor Senapati Bapat Marg. Nariman Point.com Contact Person: Mr. Syndicate Member Kotak Securities Limited 1st Floor. 5th Floor. Peninsula Chambers. Dr. Peninsula Corporate Park. 229. Shirish Chikalge SEBI Registration No.

in Website: www.idbi. 5th Floor. Heredia Marg. Chartered Accountants Kalpataru Heritage.karvy.com Contact Person: Mr. Muralikrishna SEBI Registration No.com Investor Grievance ID: gpl. Singapore 049483 Tel: (65) 6538 3939 Fax: (65) 6536 3939 Registrar to the Issue Karvy Computershare Private Limited Plot No. Kalyaniwalla & Mistry.: INR000000221 Bankers to the Issue and Escrow Collection Banks [●] Bankers to the Company State Bank of India Corporate Accounts Group Branch 23. M. G.co. Mumbai 400 001 Tel: (91 22) 6635 6611 Fax: (91 22) 2288 4133 Email: dgm. "Voltas House" Ballard Estate.International Legal Counsel to the Underwriters Jones Day 3 Church Street. Vittal Rao Nagar Madhapur. Mumbai 400 001 Tel: (91 22) 6158 6200 Fax: (91 22) 2267 3964 Email: eirani@mazars. Inter Se Allocation of Responsibilities between the GCBRLMs and the BRLMs The responsibilities and co-ordination for various activities in this Issue are as follows: IDBI Bank Limited 224. #14-02 Samsung Hub.com 19 . M.sharma@idbi.in Website: www.in Website: www. Fort. ‘A’ Wing.km. Nariman Point Mumbai 400 021 Tel: (91 22) 6658 8100 Fax: (91 22) 6658 8111 / 6658 8130 Email: ajay. 127. J.statebankofindia.com Auditors to the Company M/s.ipo@karvy.co.in Monitoring Agent Our Company will appoint a monitoring agency in compliance with Regulation 16 of the SEBI Regulations. Road.N. Mittal Court. Hyderabad – 500 081 Tel: (91 40) 2342 0815 Fax: (91 40) 2343 1551 Email: murali@karvy.com Website: www.co.09995@sbi. 17-24.

• Finalising centres for holding conferences for brokers etc. No 1 Activity Capital structuring with the relative components and formalities such as composition of debt and equity. International institutional marketing strategy. Nomura I-Sec 3 4 5 6 7 I-Sec. The post Bidding activities including management of escrow accounts. Nomura Designated GCBRLM I-Sec 2 I-Sec. • Finalising collection centres. • Finalising media and PR strategy. IDFC-SSKI. Nomura I-Sec. KMCC. Prospectus and deciding on the quantum of the Issue material. and • Follow-up on distribution of publicity and Issue material including form. RoC and SEBI including finalisation of Prospectus and RoC filing including co-ordination with Auditors for preparation of financials and drafting and approving all statutory advertisements Drafting and approval of all publicity material other than statutory advertisement as mentioned in (2) above including corporate advertisement. bidding terminals etc. Nomura I-Sec. Nomura KMCC 9 Pricing and managing the book Coordination with Stock-Exchanges for book building software. KMCC. Nomura I-Sec I-Sec KMCC KMCC I-Sec 8 Non-institutional & retail marketing of the Issue. preparation of FAQs for the road-show team Finalizing road show schedule and investor meeting schedules Responsibility I-Sec. preparation of publicity budget. IDFC-SSKI. IDFC-SSKI. Due diligence of the Company’s operations/ management/business plans/ legal etc. IDFC-SSKI. KMCC. KMCC. intimation of allocation and dispatch of refunds to 10 11 I-Sec. co-ordinate non-institutional and institutional allocation. IDFC-SSKI. IDFC-SSKI. Nomura I-Sec KMCC KMCC 20 . Nomura I-Sec. KMCC. I-Sec. IDFC-SSKI. Nomura I-Sec. The GCBRLMs and BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges. inter alia.Sr. KMCC. Nomura I-Sec.. which will cover. IDFC-SSKI. brochure. etc. KMCC. Drafting and design of the Draft Red Herring Prospectus and of statutory advertisement including memorandum containing salient features of the Prospectus. KMCC. IDFC-SSKI. etc. Nomura I-Sec. type of instruments. finalise the list and division of investors for one to one meetings Preparation and finalization of the road-show presentation. KMCC. IDFC-SSKI. • Formulating marketing strategies. Appointment of legal counsels. IPO Grading agency and advertising agency Appointment of Registrar(s) and Banker(s) to the Issue Domestic institutional marketing including banks/ mutual funds marketing strategy: finalise the list and division of investors for one to one meetings. KMCC. printer(s). IDFC-SSKI. KMCC.

m.Sr. 21 . A copy of the report provided by [●]. 2009 provided by M/s. indicating [●] fundamentals. as the case may be. the designated GCBRLMS and the BRLMs shall be responsible for ensuring that these agencies fulfil their functions and enable them to discharge this responsibility through suitable agreements with the Company. please see the section titled “Other Regulatory and Statutory Disclosures” beginning at page 331. management of Escrow Accounts. No bidders etc Activity Responsibility Designated GCBRLM 12 The post Bidding activities including invoking the underwriting obligations and ensuring that the underwriters pay the amount of devolvement.00 p. Patki Architects Private Limited in relation to the Land Reserves of our Company. The architect’s certificate has been provided as a material document in the section titled “Material Contracts and Documents for Inspection” on page 409 of this Draft Red Herring Prospectus. as [●]. The post Issue activities will involve essential follow up steps. there is no credit rating for this Issue. IPO Grading This Issue has been graded by [●]. furnishing the rationale for its grading will be annexed to the Red Herring Prospectus and will be made available for inspection at our Registered and Corporate Office from 10. The rationale / description furnishsed by the IPO grading agency will be updated at the time of filing the Red Herring Prospectus with the Designated Stock Exchange.) I-Sec. IDFC-SSKI. coordination non-institutional allocation. (The designated coordinating GCBRLMs and BRLMs. shall be responsible for ensuring that these intermediaries fulfil their functions and enable it to discharge this responsibility through suitable agreements with the Company. which include the finalisation of listing of instruments and dispatch of certificates and demat delivery of Equity Shares. the appointment of trustees is not required. and Architect’s certificate dated October 20. Even if any of these activities are handled by other intermediaries. with the various agencies connected with the work such as the Registrar to the Issue and Bankers to the Issue and the bank handling refund business and the SCSBs.m. Credit Rating As the Issue is of Equity Shares. to 4. on Working Days from the date of the Red Herring Prospectus until the Bid/Issue Closing Date. G. For details of summary of rationale for the grading assigned by the IPO Grading Agency. Experts Except for the following the Company has not obtained any expert opinions: (i) (ii) the report of [●] in respect of the IPO grading of this Issue annexed herewith. follow-up with Bankers to the Issue. the SEBI and the Stock Exchanges. shall be responsible for ensuring compliance with the SEBI Regulations and other requirements and formalities specified by the RoC. KMCC. a SEBI-registered credit rating agency. Nomura KMCC * The designated coordinating GCBLRM . intimation of allocation and dispatch of refunds to Bidders etc. Trustees As the Issue is of Equity Shares.00 a. P.

67% 50. In this regard. The remainder shall be available for allocation on a proportionate basis to QIBs including the Mutual Funds subject to valid bids being received at or above the Issue Price. refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The process of Book Building under SEBI Regulations is subject to change from time to time and investors are advised to make their own judgment about investment through this process prior to making a Bid or Application in the Issue.000 5.000 Subscription 16.500 shares at Rs. and SCSBs.500 2.Project Appraisal There is no project being appraised. with reference to the Issue.000 equity shares and receipt of five bids from bidders out which one bidder has bid for 500 shares at Rs. 24 per share. GCBRLMs. assume a price band of Rs. The Company will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this Issue. Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act as Underwriters. Book Building Process Book building. For instance. please see the section entitled “Terms of the Issue” on page 342 of this Draft Red Herring Prospectus. Escrow Collection Banks. Illustration of Book Building Process and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only.000 Bid Price (Rs. The Syndicate Member are appointed by the GCBRLMs and the BRLMs. subject to valid Bids being received at or above the Issue Price. A graphical representation of consolidated demand and price would be made available at the bidding centers during the bidding period. the Company has appointed the GCBRLMs and the BRLMs to manage the Issue and to procure subscriptions to the Issue. QIB Bidders are not allowed to withdraw their Bid(s) after the Bid /Issue Closing Date. If at least 60% of the Issue cannot be allocated to QIBs. 20 to Rs.000 1. The illustrative book given below shows the demand for the shares of the Company at various prices and is collated from bids from various investors. For further details. have permitted an issue of securities to the public through the 100% Book Building Process. offer size of 3. Further.67% 22 . • • • This being an issue for less than 25% of post issue equity capital of the Company. 24 per share while another has bid for 1.) 24 23 22 21 Cumulative Quantity 500 1. Bid Quantity 500 1. then the entire application money will be refunded forthwith. Registrar to the Issue. wherein at least 60% of the Issue shall be allocated on a proportionate basis to QIBs.00% 166.500 3. BRLMs. the SEBI Regulations read with rule 19(2) (b) of the SCRR. The principal parties involved in the Book Building Process are: • • • • The Company.00% 100. 22 per share. The Issue Price is finalized after the Bid/Issue Closing Date. not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders.

with the details recorded with your Depository Participant. within two days of the Bid/ Issue Closing Date. Notwithstanding the foregoing. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in the respective categories. 22. given in the Bid cum Application Form or ASBA Form. in which the pre-Issue advertisements were published. i.Who Can Bid” on page 349 of this Draft Red Herring Prospectus). reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date but before the Allotment of Equity Shares.Bid Quantity 2. In such an event the Company would issue a public notice in the newspapers. 23 . and Bids by QIBs will only have to be submitted to the GCBRLMs and the BRLMs. The Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. Ensure that you have mentioned your PAN and attached copies of your PAN card to the Bid Cum Application Form or ASBA Form. In accordance with the SEBI Regulations. Any further issue of Equity Shares by the Company shall be in compliance with applicable laws.. a draft red herring prospectus will be submitted again for observations of the SEBI. as the case may be. Bids by ASBA Bidders will only have to be submitted to the SCSBs at the Designated Branches.. • • • • • • • Withdrawal of the Issue The Company.500 Subscription 250. in consultation with the GCBRLMs and the BRLMs. Ensure that you have an active demat account and the demat account details are correctly mentioned in the Bid cum Application Form or the ASBA Form. irrespective of the amount of transaction (see section entitled “Issue Procedure” on page 349 of this Draft Red Herring Prospectus. The Issuer. in the event of withdrawal of the Issue and subsequently. i. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off. this Issue is also subject to obtaining the final listing and trading approvals of the Stock Exchanges. Steps to be taken by the Bidders for Bidding • Check eligibility for Bidding (please refer to the section entitled “Issue Procedure . 22 in the above example. and the final RoC approval of the Prospectus after it is filed with the RoC. Rs. Further.e.e. and Bids by QIBs will only have to be submitted to members of the Syndicate. the PAN would be the sole identification number for participants transacting in the securities market. ASBA Bidders should ensure that their bank accounts have adequate credit balance at the time of submission to the SCSB to ensure that their ASBA Form is not rejected. plans of an IPO by our Company.00% The price discovery is a function of demand at various prices.500 Bid Price (Rs. Ensure that the Bid cum Application Form or ASBA Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid Cum Application Form or ASBA Form. Ensure the correctness of your Demographic Details (as defined in the section titled “Issue Procedure – Bidder’s Depository Account and Bank Details” beginning on page 349)..) 20 Cumulative Quantity 7. will finalise the issue price at or below such cut-off price. which our Company shall apply for after Allotment. as the case may be. in consultation with the GCBRLMs and the BRLMs. providing reasons for not proceeding with the Issue. at or below Rs.

the Issue Period will be extended for three additional working days after revision of Price Band subject to the Bidding / Issue Period not exceeding 10 days.000. Bidders are cautioned that in the event a large number of Bids are received on the Bid/ Issue Closing Date. in any case. reserves the right to revise the Price Band during the Bidding/ Issue Period. if applicable. the Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered 24 . Such Bids that cannot be uploaded will not be considered for allocation under the Issue. the Registrar to the Issue shall ask for rectified data from the SCSB. The revision in Price Band shall not exceed 20% on the either side i. the Bids (excluding the ASBA Bidders) shall be uploaded until (i) 4. It is clarified that the Bids not uploaded in the book would be rejected. will be widely disseminated by notification to the SCSBs and Stock Exchanges. Bids by the ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the BSE. as is typically experienced in public offerings. in case of Bids by Retail Individual Bidders. for a particular Bidder. Bid/ Issue Programme BID/ISSUE OPENS ON BID/ISSUE CLOSES ON * [●]* [●] The Company may consider participation by Anchor Investors.In terms of the SEBI Regulations. 100.00 p. The Company. On the Bid/ Issue Closing Date. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Monday to Friday (excluding any public holiday). or such extended time as permitted by the NSE and the BSE. On the Bid / Issue Closing Date. Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date. Bids and any revision in Bids shall be accepted only between 10 a. The Anchor Investor Bid/ Issue Period shall be one day prior to the Bid/ Issue Opening Date. by issuing a press release and also by indicating the changes on the web site of the GCBRLMs and the BRLMs and at the terminals of the Syndicate. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid cum Application Form. the Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and. and 3 p. no later than the times mentioned above on the Bid/ Issue Closing Date.. 100.000 and (ii) until 5.00 p. provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares.m. i. In case of revision of the Price Band. some Bids may not get uploaded due to lack of sufficient time. for a particular ASBA Bidder. (Indian Standard Time) during the Bidding/ Issue Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form. extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of time period for acceptance of Bid cum Application Forms as stated herein and reported by the GCBRLMs and the BRLMs to the Stock Exchange within half an hour of such closure. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form. the floor price can move up or down to the extent of 20% of the floor price and the Cap Price will be revised accordingly.m. in case of Bids by QIB Bidders and Non-Institutional Bidders where the Bid Amount is in excess of Rs.m. Bids will be accepted only on Business Days. where the Bid Amount is up to Rs. Underwriting Agreement After the determination of the Issue Price but prior to filing of the Prospectus with the RoC. QIBs bidding in the Net QIB Portion shall not be allowed to withdraw their Bids after the Bid/Issue Closing Date and and ASBA Bidders shall not be allowed to revise their Bids.e.e. Any revision in the Price Band and the revised Bid/ Issue Period. the details as per the physical form of the Bidder may be taken as the final data for the purpose of allotment. in consultation with the GCBRLMs and the BRLMs.m.

The above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). the GCBRLMs and the BRLMs shall be responsible for bringing in the amount devolved in the event that their respective Syndicate Members do not fulfill their underwriting obligations. has accepted and entered into the Underwriting Agreement mentioned above on behalf of the Company. It is proposed that pursuant to the terms of the Underwriting Agreement. the resources of the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.through this Issue. the Underwriters shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. Notwithstanding the above table. in Million) [●] The above mentioned amount is indicative underwriting and this would be finalized after the determination of the issue price and finalization of the basis of allocation. The Underwriting Agreement is dated [●]. in addition to other obligations defined in the underwriting agreement. Pursuant to the terms of the Underwriting Agreement. at its meeting held on [●]. will also be required to procure subscriptions for/subscribe to Equity Shares to the extent of the defaulted amount. In the event of any default in payment. 25 . The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before the filing of the Prospectus with the RoC) Name and Address of the Underwriter [●] Indicative Number of Equity Shares to be Underwritten [●] Amount Underwritten (Rs. In the opinion of our Board of Directors (based on a certificate given by the Underwriters). The underwriting shall be to the extent of the Bids uploaded by the Underwriters including through its Syndicate/Sub Syndicate. the obligations of the Underwriters are several and are subject to certain conditions specified therein. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. The Board of Directors. the respective Underwriter.

136/2005-RB dated July 19. The Company will complete the issuance. 2000”. 500. Equity Share Capital after the Issue 69. 10 each aggregating to Rs.50 [●] E. (1) Changes in Authorised Share Capital The initial authorised share capital of the Company of Rs. except share data) Aggregate Aggregate Value nominal value at Issue Price A. Issued.CAPITAL STRUCTURE The share capital of the Company as at the date of filing this Draft Red Herring Prospectus with SEBI (before and after the Issue) is set forth below.750 Equity Shares with certain investors (“Pre-IPO Placement”). if any.000 Equity Shares of Rs. 25. subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.00 604. 1992. Subscribed and Paid-Up Share Capital before the Issue 60. 10 each pursuant to a resolution of the shareholders at an EGM held on January 10.429.000 pursuant to a resolution of the shareholders at an EGM held on December 2. The Pre-IPO Placement is at the discretion of the Company.750 Equity Shares* D. Present Issue in terms of this Draft Red Herring Prospectus 9. it is provided that FII investments in any pre-ipo placement would be treated on par with FDI and will have to comply with the guidelines for such FDI in terms of lock-in period and other conditions prescribed vide Press Note 2 (2005 series) issued by Ministry of Commerce & Industry.259 Equity Shares C.000.000 divided into 2.30 698.000 Equity Shares of Rs. 100 each was split into 50.000 Equity Shares B. 2008 and March 19.000 Equity Shares 1) 2) 3) 26 . millions. 500. FEMA 20/2000-RB dated May 3. The authorised share capital of the Company of Rs.000 Equity Shares of Rs.000.20 94.000.000 divided into 5. The authorised share capital of the Company of Rs.420. 2009 under section 81 (1A) of the Companies Act.000.009 Equity Shares 1. 10 was increased to Rs. of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. 25. the Issue size offered to the public will be reduced to the extent of such Pre-IPO Placement. Authorised Share Capital(1) 100.000 Equity Shares of Rs. 2005.500. 500.000 divided into 2. If the Pre-IPO Placement is completed. (1) The Issue has been authorised by the Board of Directors in their meeting held on July 27. (In Rs.81 After the Issue [●] * The Company is considering a Pre-IPO placement of up to 2. (2) The RBI. However. 2009 and by the shareholders of our Company at an EGM held on September 30. Security Premium Account Before the Issue 1475. 2008 has clarified that “FIIs may subscribe to the proposed IPO of the company under the portfolio investment scheme (PIS) in terms of Regulation 1(5) of schedule 2 to RBI Notification No.850. 1994.000 divided into 50.500. by its letters dated January 25.444. DIPP and notified by RBI by notification no.

10 each was increased to Rs.998.000 - February 17. a) Equity Share Capital History of the Company The following is the history of the equity share capital of the Company: Date of Allotment and when made fully paid up March 15. 1995.375 10 N. Mohan Khubchand Thakur and Ms. 10 each was increased to Rs.997.000.000. 2007.000.) 2. 10 each pursuant to a resolution of the shareholders at an EGM held on November 16.000 Equity Shares of Rs. 1.000. 1994 999. 1994 123. 100. Notes to the Capital Structure 1.461.000 Equity Shares of Rs.000 divided into 10. consideration other than cash) Cash Reasons of allotment Cumulative no.000 Cash 325 3.040 10 160 Cash 1. 100 to Rs.000 divided into 10. 4) The authorised share capital of the Company of Rs. Desiree Mohan Thakur Split in face value of the Equity Shares from Rs. 10 each pursuant to a resolution of the shareholders at an EGM held on February 6.250 9.000 Equity Shares of Rs.750 February 19.of Rs. 1993 125 10 80.400 18.740 11.227.000 Cumulative Securities Premium (Rs. of Equity Shares Cumulative paid-up Equity Share Capital (Rs. 1992 200 10 - Consideration other than cash 200 2. 100. 1985 Number of Equity Shares Face value (Rs.000.000. 10 per share# Allotment of Equity Shares* Bonus Issue (3075 equity shares for every equity share held) (3075:1) Rights Issue to Godrej Industries Limited (One equity share for every equity share held) (1:1) 20 - December 2.700 9.000 27 .000 divided into 100.000 March 28.) Consideration (cash.) Issue Price (Rs.000 5.000.122. A.) 20 100 100 First Allotment of shares to Mr. Consideration other than cash 999.

545 October 28.545 64.258.806.364.) 1.172.) Issue Price (Rs.050 Nil 28 .900 March 29.133 10 75 Cash 4.000. 1995 2. 51.398.364.900 February 18.068.360 2007 10 N. 1995 1.Date of Allotment and when made fully paid up February 18. 1995 Number of Equity Shares Face value (Rs.110 10 N.556. A.) Consideration (cash.500 28.444. Allotment made to Godrej Industries Limited Rights Issue to Godrej Industries Limited (135 equity shares for every 100 shares held) (135:100) Rights Issue to Godrej Industries Limited (One equity share for every equity share held) (1:1) Rights Issue to Godrej Industries Limited (One equity share for every 80 equity shares held) (1:80) Bonus Issue (Eight bonus equity share for every equity share held) (8:1) 2.684. consideration other than cash) Consideration other than cash Reasons of allotment Cumulative no. 1999 79.983 43.445.398.000 10 75 Cash 6.009.619.000.) 28.545 December 4.619.000 10 100 Cash 3. Bonus Issue (Three bonus equity shares for every two equity shares held ) (3:2) Conversion of Fully Convertible Bonds into Equity Shares.450 245.905 580. of Equity Shares 1. 1995 300.562 10 70 Cash 6.106.649.500 Cumulative Securities Premium (Rs. Consideration other than cash 58.850 31.649. A.983 63.830 240.265 November 29.850 Cumulative paid-up Equity Share Capital (Rs.830 110.068.

Crishna. Godrej.684.259 Cumulative paid-up Equity Share Capital (Rs. Rishad K. 13 Equity Shares to Mr. Freyan V.) 604. 1992 Nil February 19.) Issue Price (Rs. 8 Equity Shares to Ms.805. Nyrika Crishna and 25 Equity Shares to Mr. 11 Equity Shares to Mr. 1994 February 18.) N. 20 Equity Shares to Vora Soaps Limited.354 2007 Face value (Rs. N. 20 Equity Shares to Vora Soaps Limited. 2. 2007 999.940 # Allotment of 30 Equity Shares to Puran Plastics & Chemicals Private Limited. Raika J. 40 Equity Shares to Godrej Soaps Limited (now Godrej Industries Limited).A.110 51.419. Godrej. Consideration other than cash Consideration other than cash Consideration other than cash Bonus Issue Bonus Issue Bonus Issue Nil Nil Nil 2. consideration other than cash) Cash Reasons of allotment Cumulative no. Nature of Payment of Consideration Consideration other than cash Reasons for Allotment Split in the face value of the Equity Shares from Rs.) 10 Issue Price (Rs. Build up of Promoters shareholding: Godrej & Boyce Manufacturing Company Limited Sr. 25 Equity Shares to Mr.) Consideration (cash. Naoroji b) Equity Shares allotted for consideration other than cash Date of Allotment No. N. 13 Equity Shares to Ms.375 1. Tanya Dubash. Godrej. 12 Equity Shares to Ms. Date of Allotment/ Transfer Allotment/ transfer Number of Equity Shares Cumulative shareholding 29 . 100 to Rs.Date of Number Allotment of and when Equity made Shares fully paid up December 17.590 Cumulative Securities Premium (Rs.051:1) 60. Navroze J. 40 Equity Shares to Swadeshi Detergents Limited.) 1475.58 equity shares held) (0. 40 Equity Shares to Godrej Soaps Limited (now Godrej Industries Limited). 1995 November 29. Nisaba Godrej.360 10 10 10 N.556.A. 10 Persons to whom Equity Shares allotted Allotment of 30 Equity Shares to Puran Plastics & Chemicals Private Limited. 12 Equity Shares to Ms. No.A. 40 Equity Shares to Godrej Foods Limited and 30 Equity Shares to Bahar Agrochem & Feeds Private Limited * Allotment of 6 Equity Shares to Ms. of Equity Shares Issued 200 Face Value (Rs.420.202. 40 Equity Shares to Swadeshi Detergents Limited. 40 Equity Shares to Godrej Foods Limited and 30 Equity Shares to Bahar Agrochem & Feeds Private Limited All shareholders of the Company All shareholders of the Company All shareholders of the Company Benefit to the Company December 2.A. Nadir B. Pirojsha Godrej. of Equity Shares 10 620 Rights Issue to Godrej Industries Limited (One equity share for every 19.

100 each* 40 123.363 4.000 Cumulative shareholding 690. 1996 March 25. 1996 July 18.000 212. 1997 October 28.950 931.820 19.687.950 2. 1996 March 13.000 80.213 5.963 5.717.141.215. 1996 July 18.000 Godrej Industries Limited Sr. 1995 February 18.780 631. 1994 March 28.363 Transferred from Puran Plastics and Chemicals Private Limited Conversion of face value from Rs.475. 1 Date of Allotment/ Transfer December 31. 1999 February 22.000.040 6.160. 2008 Allotment/ transfer Transferred from Godrej Industries Limited Number of Equity Shares 690. 10 per share Allotment Allotment Transferred from Vora Soaps Limited Allotment Allotment Allotment Allotment Transferred from Bahar Agrochem and Feeds Private Limited Transferred from Swadeshi Detergents Limited Transferred from Hybrigene Bio Tech Private Limited Transferred from Puran Plastics and Chemicals Private Limited Transferred from Swadeshi Detergents Limited Transferred from Hybrigene Bio Tech Private Limited Transferred from Puran Plastics and Chemicals Private Limited Transferred from Vora Soaps Limited Transferred from Puran Plastics and Chemicals Private Limited Transferred from Hybrigene Bio Tech Private Limited Allotment Transferred to Godrej Capital Limited 11 12 13 14 15 16 17 18 19 20 21 March 13. 1994 February 18. 1995 March 13.033 5.000 123.190.Sr.600 30.395 5.056. 1995 December 4.040 246.073.000 338.365.363 4.000 30.190. 1995 March 29. 1996 July 18.363 4.430) 4.083 4.562 (221.282.258.000 1.250 84.963 4. 1992 February 19. 1996 March 13.833 5.133 2.000 92.965 30 . 100 to Rs. 1996 Allotment/ transfer Number of Equity Shares 4 Equity Shares of Rs.700 379.295. No. 1995 February 18. 2000 83.445. No.000 55.080 252.033 5. 1996 July 18.800 79.170 300. 1997 April 29. 1989 December 2. 1 2 3 4 5 6 7 8 9 10 Date of Allotment/ Transfer July 3.083 4.280 Cumulative shareholding 4 40 123.

2007 April 17. 100 per share to Rs. 100 each. Such lock-in shall commence from the date of Allotment in the Issue and shall continue for a period of three years from the date of Allotment in the Issue or from the first date of commencement of commercial production. (a) Details of the Equity Shares forming part of Promoter’s contribution.Sr. the Promoter has given an undertaking to the effect that it shall not sell/transfer/dispose of in any manner.700) (173.209 Transferred from Ensemble Holdings and Finance Limited Allotment Allotment Transferred to GPL ESOP Trust Transferred to the directors and employees of Godrej group Transferred to Godrej & Boyce Manufacturing Company Limited *The face value of Equity Shares at the time of allotment was Rs. which are being locked-in as minimum Promoters’ contribution.358.117. The Equity Shares. 22 23 24 25 26 27 Date of Allotment/ Transfer August 17.970. 2008 December 31. whichever is later. The Company has obtained specific written consent from the Promoter for inclusion of the Equity Shares held by them in the minimum Promoters’ contribution subject to lock-in. 2007 December 28.00 3 years * The bonus Equity Shares have not been issued out of revaluation reserves or reserves created without accrual of cash resources or against shares which are otherwise ineligible for computation of Promoter’s contribution.159 49. an aggregate of 20% of the post-Issue equity share capital of the Company shall be locked in by the Promoter as minimum Promoters’contribution. 10 per share.354 (442.645 47.381.160 2.00 20.419.495. 1992. which shall be locked-in for three years.680 42. No. are eligible for computation of minimum Promoters’ contribution in accordance with the provisions of the SEBI Regulations.805 49.209 48.185.002 10 - 20. The minimum Promoter’s contribution has been brought to the extent of not less than the specified minimum lot and from the persons defined as Promoters under the SEBI Regulations. at the EGM held on December 2. Equity Shares held by the Promoter and offered as minimum Promoters’ contribution are free from pledge. 2008 Allotment/ transfer Number of Equity Shares 190. 2005 November 29. Subsequently.970.459 49. 2007 Total Nature of allotment Nature of consideration No. of Equity Shares locked-in Face value (Rs. 31 . are as follows: Godrej Industries Limited Date of allotment/ acquisition and when made fully paid-up November 29. the shareholders approved the split in the face value of our Equity Shares from Rs. Promoters’ Contribution and Lock-in Pursuant to the SEBI Regulations. Equity Shares forming part of the minimum Promoters’ contribution from the date of filing this Draft Red Herring Prospectus till the date of commencement of lock-in as per the SEBI Regulations.) Issue/Acquisition Price per Equity Shares (Rs) Percentage of postIssue paidup capital Lockin Period Bonus issue Bonus* 13.250) (690.801. 2007 December 17. Further.000) Cumulative shareholding 5. 3.264.002 13.

(ii) The minimum promoters’ contribution does not include any Equity Shares acquired during the preceding one year at a price lower than the price at which Equity Shares are being offered. subject to the continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. as applicable. the balance pre-Issue share capital of the Company (including those held by Promoters) shall be locked-in for a period of one year from the date of Allotment in the Issue. (vi) The minimum promoters’ contribution does not consist of Equity Shares for which specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the minimum promoters’ contribution subject to lock-in. (iv) The Equity shares held by the promoters and offered for minimum 20% promoters’ contribution are not subject to pledge. (v) The minimum promoters’ contribution does not consist of any private placement made by solicitation of subscriptions from unrelated persons either directly or through any intermediary. to the Anchor Investor Any Equity Shares allotted to Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment of Equity Shares in the Issue. (iii) Our Company has not been formed by the conversion of partnership firm into a company. as applicable. In this connection we confirm the following: (i) The Equity Shares offered for minimum 20% promoters’ contribution are not acquired for consideration of intangible asset or bonus shares out of revaluations reserves or reservs without accrual of cash resource or against shares which are other wise ineligible for computation of promoters’ contribution. (c) Details of pre-Issue Equity Share capital locked-in for one year: In addition to the lock-in of 20% of the post-Issue shareholding of the Promoter for three years. Further. 1997. 1997. the Equity Shares held by the Promoter which are locked-in for a period of three years from the date of Allotment in the Issue as minimum Promoter’s contribution may be transferred to and among the Promoter Group or to a new promoter or persons in control of the Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. 32 . provided that the pledge of shares is one of the conditions under which the loan is sanctioned. The locked-in Equity Shares held by the Promoter can be pledged only with banks or financial institutions as collateral security for any loans granted by such banks or financial institutions. Equity Shares locked in as minimum promoters’ contribution may be pledged only in respect of a financial facility which has been granted for the purpose of financing one or more of the objects of the Issue and that the pledge of shares is one of the conditions under which the financing facility is sanctioned. as specified above. if any.The Equity Shares being locked-in are not ineligible for computation of promoters’ contribution under the SEBI Regulation. The Equity Shares held by persons other than Promoters prior to the Issue which are locked-in for a period of one year from the date of Allotment in the Issue may be transferred to any other person holding the Equity Shares which are locked-in alongwith the Equity Shares proposed to be transferred. Further. (d) Lock-in of Equity Shares to be issued.

250 1.915 173. Crishna Ms.99 Promoters (A) Godrej & Boyce Manufacturing Company Limited Godrej Industries Limited Total (A) Promoter Group entities (other than the Promoters) (B) Mr.25 2.29 1.209 69.405 2.40 48.95 15.756 576.63 30.29 3.645 60.747 9.209 49.4.49 1.04 0.495.95 0.37 1. Godrej Total (B) Non Promoter Group entities (C) Bahar Agrochem and Feeds Private Limited IL&FS Trust Company Limited C/O GPL ESOP Trust Vora Soaps Limited Others Total (C) Total Pre-Issue Share Capital (A+B+C) 48.83 0.50 33 .29 1.250 899.06 0.342.259 0. Rishad K.730 830.209 80.14 Post-Issue Number of Percentage of Equity Equity Share Shares capital (%) 690.48 2.78 0.747 9.780 442. Nyrika V.49 1.73 1.83 0.700 2.645 60.05 0.19 1.520 830.259 0.37 1.730.730 899.185.245.245. Pirojsha A. Godrej Ms.420.000 1.405 2. Naoroji Mr. Crishna Ensemble Holdings and Finance Limited Ms. Nadir B.14 0.342.19 0. Godrej Mr.756 576.250 899.99 0.520 830.730 830.730.86 2.155 576.000 0.26 81.730.250 1. Tanya A.915 173.520 691.730 899.747 576. Raika J.495.780 442.48 1.37 1.13 100.209 49.42 1.520 691.250 1.43 70.95 0.747 576.155 576. Freyan V.250 1.730. Dubash Ms.892.86 1.420.71 86. Shareholding Pattern of the Company Pre and Post Issue The table below presents the shareholding pattern of Equity Shares before the proposed Issue and as adjusted for the Issue: Name of Shareholder Pre-Issue Number of Percentage of Equity Equity Share Shares capital (%) 690.892.00 30.83 13.46 1. Navroze J. Godrej Mr. Godrej Ms. Nisaba A.185.700 1.

86 2.429.37 1. (b) The top ten shareholders of the Company as on October 11. 7.26 2. Name of Shareholders Godrej Industries Limited Mr.009 100 The Company. 2. Pre-Issue Number of Percentage of Equity Equity Share Shares capital (%) - Post-Issue Number of Percentage of Equity Equity Share Shares capital (%) 9. Crishna Ms.49 1. Godrej Ms. 8. Freyan V. Naoroji Bahar Agrochem and Feeds Private Limited Mr. No. the GCBRLMs and the BRLMs have not entered into any buy-back and/or standby safety net arrangements for purchase of Equity Shares from any person.245. Raika J.209 1. Navroze J.730 899.730. 10.14 1. 3.730 830. 5.49 1.86 2. the Promoters.780 Percentage Shareholding (%) 80. Godrej Mr.250 1.495. Crishna Ensemble Holdings and Finance Limited Godrej & Boyce Manufacturing Company Limited Number of Equity Shares 48. The list of top ten shareholders of the Company and the number of Equity Shares held by them is as under: (a) The top ten shareholders of the Company as of the date of filing of this Draft Red Herring Prospectus are as follows: S. 2. 6.730.86 2. Name of Shareholders Godrej Industries Limited Mr.245.495.250 1. their respective directors. 4.250 1. Nadir B.520 830.26 2. 10 days prior to filing this Draft Red Herring Prospectus) are as follows: S.730.780 899.14 6.520 691. 2009 (i.250 1.850.06 34 .e.86 2.730. Rishad K. 1.155 690.50 69.750 13. Nadir B.000 Percentage Shareholding (%) 80. Rishad K. the Directors. Godrej Mr.Name of Shareholder Public (Pursuant to the Issue) (D) Total Post-Issue Share Capital (A+B+C+D) 5. 9. Nyrika V. 4. 3.209 1. Godrej Ms. the Promoter Group. 1.06 1.37 1. No. Naoroji Bahar Agrochem and Feeds Private Limited Number of Equity Shares 48.

250 192.86 1.98 2. Freyan V.49 1. Crishna Ms. Godrej Mr. 9. No. Navroze J.756 576.19 0. 3. 7. Shareholding of the Promoter Group in the Company: The shareholding of the Promoter Group and directors of the Promoters in the Company as on September 30. Godrej Ms.98 2.14 (c) The top ten shareholders of the Company as on October 21.14 1. Raika J. No. Freyan V.155 576. Godrej Ms.e.49 1. 10. 35 . Crishna Ms.280 76.49 1. Crishna Ensemble Holdings and Finance Limited Ms.520 830. 9. 6.730.747 % of pre Issue share capital 2.970 92.730 830.000 Percentage Shareholding (%) 1. Name of Shareholders Mr.14 0.250 899.15 1. 8.37 1. 7.730 830.55 1. Godrej Ms. 4. 6.37 1. None of our Directors or Key Managerial Personnel hold Equity Shares in the Company.S.95 0. Raika J.69 2. Nyrika V.43 1.86 2.49 1. Nisaba A. Naoroji Bahar Agrochem & Feeds Private Limited Mr. Godrej Number of Equity Shares 1. Tanya A.520 691.264.795 64. 5.520 691.250 1. Navroze J. Godrej Ms.37 1.645 192. Dubash Ms.. Godrej Ms.730 899.155 690. Godrej Ms. 5.55 1.95 8. 2007 (i. Tanya A.43 1. Rishad K.730. Nadir B. Raika J. two years prior to filing this Draft Red Herring Prospectus) were as follows: S. Dubash Number of Equity Shares 5. 2009 is as provided below: Name of Promoter Group /directors of the Promoters Mr. 2. Nadir B. Naoroji Mr.37 1.420 99. 10. Rishad K.280 92. 1. Crishna Ensemble Holdings and Finance Limited Godrej & Boyce Manufacturing Company Limited Number of Equity Shares 899. Crishna Ms.084 Percentage Shareholding (%) 81. Freyan V. Name of Shareholders Godrej Industries Limited Mr. Godrej Mr.520 830. Nyrika V. Nyrika V. Navroze J.250 138. except as stated in the section titled “Our Management” beginning on page 130 of this Draft Red Herring Prospectus. Crishna Ensemble Holdings and Finance Limited Ms.970 99. 8.730 899.99 7.

P. Godrej Mr. 11. Rishad K. Amit B.50 Rs. Lam Mr.16 Rs. Number of Equity Shares 576.16 10. 1.95 0.16 Rs. F. Nisaba A.15 Rs. Navroze J. retain and reward employees to motivate them and create an ownership attitude amongst them thus contributing to the growth and profitability. Crishna Ms. 9. 2. Godrej Mr. Sarkari Mr. Tanya A. Eipe Mr. 2007 with IL&FS Trust Company Limited for the purpose of administering the GPL ESOP. 1. N. P. 36 . Gogte Mr. 13. 1.00 0. Godrej Ms. c) To administer one or more of the Company’s Employees Stock Option Plan for the benefit of employees of the Company.000 3.16 Rs. Naoroji Mr. Banaji Mr. N. Dubash Ms. Palia Mr. 622 Rs. Anil G. Raika J. 1.00 0. 12. 7. Crishna Mr. Pirojsha A. V.00 0.00 0. d) To subscribe for or to purchase or to otherwise acquire and hold shares of the Company for disposition for the benefit of the employees in pursuance of the Company’s Employees Stock Option Plan. Pirojsha A. 1.16 Rs. 7. 1. 3. 1. The Company has entered into a trust deed dated December 24.000 500 9.500 3.94 Rs. Verma Total 9.00 0. The object or purpose of trust is as follows: a) To promote welfare of the employees of the Company.46 Details of the effective price of the total holdings of the following shareholders as on the date of this Draft Red Herring Prospectus are as follows: Sr.747 500 10. Employee Stock Option Plan (“GPL ESOP”) We have instituted an employee stock option plan for the employees of the Company to provide an incentive to attract. Godrej Ms.00 0.505 % of pre Issue share capital 0. 5. Pusalkar Mr. M.600 5000 3.21 Rs.000 1.16 Rs. 3. Phiroze D. 1.01 Rs.42 Rs. Godrej Mr. 14. b) To administer Company’s Employee Stock Option Plan.Name of Promoter Group /directors of the Promoters Mr. Godrej Effective Price (Cost per share) Rs. Name of the shareholder Godrej Industries Limited Godrej & Boyce Manufacturing Company Limited Ensemble Holdings and Finance Limited Bahar Agrochem and Feeds Private Limited Vora Soaps Limited Ms.01 0. No.02 0. Freyan V. Nyrika V.370. M. V. 6. 4. 10. Nadir B. 38. 1.16 Rs. 1. 8.000 1. Kyamas A. 1.00 15. Choudhary Mr.

The Remuneration Committee of the Company at its meeting held on December 24. 620 per share plus interest at a compounding rate of 10 % p.a. such other amount as intimated by the Remuneration Committee from time to time viz amount of stamp duty and trusteeship fees will be recoverable from the employees Nil Nil 442. which period shall not be less than one year and may extend upto three years from the date of grant of options. 2007 has decided that the options would be vested in the employees on December 27. our Remuneration Committee has granted 442. Particulars Options granted Exercise price of options Details 442.700 options convertible into 442. Pursuant to the resolution of our shareholders and the Remuneration Committee dated December 24. or at such other rate as may be defined by the Remuneration Committee and intimated to the option grantees. The following table sets forth the particulars of options granted under the GPL ESOP as of the date of filing the Draft Red Herring Prospectus.e) To invest any surplus funds of the trust in accordance with law for discharging any loans taken in accordance with the law.000 Nil Nil 411. 10 each with effect from December 28.63% of the fully diluted post-Issue paid up capital of the Company. 2007.700 Rs.700 Equity Shares of face value Rs. 2007. and To utilise the dividend and/or sale proceeds of the shares and/or any other funds resulting from investments made by the trust to repay the loan from the Company f) The Company is a settlor.700 Total options vested Options exercised Total number of Equity Shares that would arise as a result of full exercise of options already granted Options forfeited/ lapsed/ cancelled Variations in terms of options Money realised by exercise of options Options outstanding (in force) Vesting schedule 31.73% of the pre-Issue paid up equity capital of the Company and 0. In addition to it. which represent 0. directly or indirectly holds more than 10% of the outstanding shares of the Company.700 Options shall vest in the eligible employees under the ESOP within such period as may be prescribed by the Remuneration Committee. IL&FS Trust Company Limited is the trustee under the said deed and the beneficiaries under the trust deed are the employees (as defined under the trust deed) except (i) an employee who is a promoter or belongs to the promoter group and (ii) a director who either by himself or through his relatives or through any body corporate. 2010. Please see Note 1 below Nil Person wise details of options granted to i) Directors and key managerial employees ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year 37 .

namely.A. risk-free interest rate. The Company is currently not aware of any intention of the holders of such options to sell Equity Shares on conversion of such options within three months after the listing of Equity Shares pursuant to the Issue N. during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Fully diluted EPS on a pre-Issue basis iii) Details Nil Restated standalone EPS – Basic/Diluted – March 2009 – 12. expected dividends and the price of the underlying share in market at the time of grant of the option Lock-in Impact on profits of the last three years and on the EPS of the last three years if the issuer had followed the accounting policies specified in clause 13 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines.37 Restated consolidated EPS – Basic/Diluted – March 2009 – 12. Three years from the date of grant i. 620 per share plus interest N.e. Note 1: Details regarding options granted to our Directors and our Key Managerial Personnel are set 38 . 1999 in respect of options granted in the last three years Intention of the holders of equity shares allotted on exercise of options to sell their shares within three months after the listing of Equity Shares pursuant to the Issue Wieghted average exercise price is Rs. 2007 Nil Intention to sell equity shares arising out of the GPL ESOP within three months after the listing of equity shares by directors.53 Nil Difference between employee compensation cost using the intrinsic value method and the employee compensation cost that shall have been recognised if the Company has used fair value of options and impact of this difference on profits and EPS of the Company Weighted average exercise prices and weighted average fair values of options whose exercise price either equals or exceeds or is less than the market price of the stock Description of the method and significant assumptions used during the year to estimate the fair values of options. including weightedaverage information. senior managerial personnel and employees having GPL ESOP equity shares amounting to more than 1% of the issued capital (excluding outstanding warrants and conversions) The options granted under GPL ESOP have not vested as on the date of filing of this Draft Red Herring Prospectus.A.Particulars Identified employees who are granted options. expected volatility. December 28.. expected life.

000 10. 18. unless otherwise permitted by law. the Company presently does not intend or propose to alter the capital structure for a period of six months from the Bid/Issue Opening Date. We 12. Milind S. K. Nishikant Shimpi Mr. and rights issue or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed. directly or indirectly for Equity Shares) whether preferential or otherwise. 16. Subject to the Pre-IPO Placement. Promoter Group and the Directors have not purchased or sold any Equity Shares during a period of six months preceding the date on which this Draft Red Herring Prospectus is filed with SEBI. during such period or at a later date. preferential allotment. options or rights to convert debentures. merger or joint venture by us or as consideration for such acquisition. P.000 7.000 10.000 30. or for regulatory compliance or such other scheme of arrangement if an opportunity of such nature is determined by our Board to be in our interest. 39 . Shodhan A. there will be no further issue of Equity Shares. 14. 17. However. Krishnakoli S. whether by way of issue of bonus shares. by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable. The Company. Korde Mr. Jithendran Mr. Kembhavi Mr. Rajendra Khetawat Mr. we may issue Equity Shares or securities linked to Equity Shares to finance an acquisition. directors of the Promoters. Except for outstanding ESOPs. loans or other instruments into the Equity Shares. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue. T. Nitin Wagle Mr. 11. Kumar Ms. the GCBRLMs and the BRLMs have not entered into any buy-back and/or standby arrangements for purchase of Equity Shares from any person. subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. merger or joint venture. Santosh Tamhane Ms. Sudheer Mr. The Promoters. None of the Directors or key managerial personnel holds Equity Shares in the Company except as stated in the section titled “Our Management” on page 130 of this Draft Red Herring Prospectus. Aylona D’Souza Position Managing Director Executive Vice President Vice President (Mumbai region) Vice President (Bangalore region) Vice President (Operations) Vice President (Legal) and Company Secretary Vice President (Finance and Accounts) Vice President (Projects) Vice President (Marketing and Sales) General Manager (Human Resources and Administration) Number of options granted under ESOP 60. 13. there are no outstanding warrants. K.000 10. if any. the Directors.000 20.000 10. Subject to the Pre-IPO Placement. There shall be only one denomination of the Equity Shares.000 20.000 The options issued to our employees and our Directors under our ESOP are in compliance with the SEBI Employee Stock Option/Purchase Guidelines. 15.forth below: Name Mr.000 10.

19. The Company will complete the issuance. 20. As on October 15. not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders. see the section titled “Objects of the Issue” on page 41 of this Draft Red Herring Prospectus. except as disclosed in this Draft Red Herring Prospectus.shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. The Company. in the Non-Institutional and Retail Individual categories would be allowed to be met with spill over from any other category at the discretion of the Company. FEMA 20/2000-RB dated May 3. 2008 and March 19. direct or indirect. subject to valid Bids being received at or above the Issue Price. An oversubscription to the extent of 10% of the Issue can be retained for the purpose of finalising the Basis of Allotment. commissions. if any. allowances or otherwise under this Issue. If at least 60% of the Issue cannot be allocated to QIBs. 29. the BRLMs and their associates held any Equity Shares in the Company. the Issue size offered to the public will be reduced to the extent of such Pre-IPO Placement. the GCBRLMs and the BRLMs. For details on use of proceeds. As per the RBI regulations. If the Pre-IPO Placement is completed. 23. 21. 25. subject to valid Bids being received at or above the Issue Price. 2000’. our Company has not made any bonus issue of Equity Shares. 28. then the entire application money will be refunded forthwith. 2008 has clarified that ‘FIIs may subscribe to the proposed IPO of your company under the portfolio investment scheme (PIS) in terms of Regulation 1(5) of schedule 2 to RBI Notification No. if any. 30. if any. it is provided that FII investments in any pre-ipo placement would be treated on par with FDI and will have to comply with the guidelines for such FDI in terms of lock-in period and other conditions prescribed vide Press Note 2 (2005 series) issued by Ministry of Commerce & Industry. Under-subscription. The Company has not raised any bridge loans against the proceeds of the Issue. 2009 the total number of holders of the Equity Shares was 232. Directors. We have not issued any Equity Shares out of revaluation reserves. However. OCBs are not allowed to participate in the Issue. The Equity Shares held by the Promoters are not subject to any pledge. Except as stated above. none of the GCBRLMs. 27. The Pre-IPO Placement is at the discretion of the Company. Further. subject to a minimum Issue size of 10% of the post Issue capital being offered to the public. Promoters or Promoter Group shall not make any payments. the Company has not issued any Equity Shares for consideration other than cash. The RBI by its letters dated January 25. 26. 22. 24. Except as disclosed in the sections titled “Capital Structure – Notes to the Capital Structure” beginning on page 26 of this Draft Red Herring Prospectus. At least 60% of the Issue shall be allotted on a proportionate basis to QIBs.444. the BRLMs and the Designated Stock Exchange. DIPP and notified by RBI by notification no. in any category except in the QIB category would be met with spill-over from other categories in the Company’s sole discretion. As of the date of this Draft Red Herring Prospectus. The Equity Shares being offered in this Issue will be fully paid up at the time of Allotment. discounts. of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. 136/2005-RB dated July 19. 40 . Undersubscription. 2005. in consultation with the GCBRLMs. The Company is considering a pre-IPO placement of up to 2.750 Equity Shares with certain investors (“Pre-IPO Placement”). 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation to Mutual Funds only and the remaining QIB Portion shall be available for allocation to the QIB Bidders including Mutual Funds.

00 - Nil - 1.00 Balance Payable as on October 15. 2009.00 - Rs. Any shortfall in the objects of the Issue and the gross Issue proceeds would be met through firm arrangements with financial institutions. in million [●] [●] [●] 1.030. The main object clause of our Memorandum of Association and objects incidental to the main objects enable us to undertake our existing activities and the activities for which funds are being raised by us through this Issue.01 Nil 750.00 400.923.720.00 200.720. The above fund requirements are based on internal management estimates and have not been appraised by any bank or financial institution.448.24 1.OBJECTS OF THE ISSUE The objects of the Issue are: • • • • Acquisition of land development rights for our Forthcoming Projects. 2009* 1. Chartered Accountants dated October 21.00 - Nil - 1.487. In the event the Issue size is reduced as permitted under the SEBI Regulations.68 1. and General corporate purposes. Chartered Accountant dated October 21. These are based on current conditions and are subject to change in light of changes in external circumstances or costs.176.720. 2. Repayment of loans. 41 .00 [•] [•] [•] 7. 4. Acquisition of land development rights for our Forthcoming Projects Construction of our Forthcoming Project Repayment of loans General corporate purposes Total 4. in million) S. Expenditure Items Total Estimated Cost Amount deployed till October 15.030.25 Nil [•] [•] [•] [•] * The amount has been funded by the Company out of its internal accruals and facilities provided by different banks/financial institutions as per certificate from M/s Kalyaniwalla & Mistry. the Company would reduce the amount under the repayment of loans. 2009 certifying availability of adequate resources to finance the balance funding required.689.720.008. or other financial condition. as discussed further below.44 164.43 844.24 Proposed to be funded by internal accruals# Nil Amount upto which will be financed from Net Proceeds 2.43 5. The details of the proceeds of the Issue are summarized in the table below: Particulars Gross proceeds of the Issue Issue related expenses Net Proceeds Use of Net Proceeds The following table summarises the intended use of Net Proceeds: (Rs.00 150. Construction of our Forthcoming Project. No. 3.00 Estimated schedule of deployment of Net Proceeds for FY FY FY 2010 2011 2012 2.00 1. 2009 2.525. business or strategy.00 [•] 1. # As per certificate from M/s Kalyaniwalla & Mistry.

Estimated acquisition cost of land development rights We have entered into an agreement for grant of development rights.00 Agreement for grant of development rights dated April 15. Mn) 1.00 Forthcoming project 42 .00 Nature of Contract/ Documentation** Status of property 1 Godrej Garden City. the same shall be utilised in the next fiscal.430. We operate in a highly competitive.00 9. Details of the Objects 1. available in respect of the other purposes for which funds are being raised in this Issue. No.00 3.In case of variations in the actual utilization of funds earmarked for the purposes set forth above. if any. Forthcoming project 2.00 30. Ahmedabad 330.00 658. Kalyan (Mumbai) and Pune respectively: (Rs.00 540. the fund requirements are based on the current internal management estimates of our Company. in million) S. our fund requirements may also change accordingly. Mn) Amount Paid till October 15.24 65.00 Balance payable after October 15.87 593. We may also reallocate expenditure to newer projects or those with earlier completion dates in the case of delays in our Forthcoming projects.55 510.320. In case of any shortfall or cost overruns.250. increased fund requirements for a particular purpose may be financed by surplus funds. The entire requirement of funds as set out above will be met through the Net Proceeds. and may have to revise our estimates from time to time on account of new projects that we may pursue including any industry consolidation initiatives. for grant of development rights in cities such as Ahmedabad. the required financing will be through our internal accruals or debt. commercial and township development and we intend to acquire further land development rights in order to facilitate our expansion and diversification. For details of our business. we intend to meet our estimated expenditure from our cash flow from operations or debt.00 5.00 510.00 1. Acquisition of land development rights for our Forthcoming projects We are in the business of real estate development including residential. We intend to utilize a part of the Net Proceeds to finance the acquisition of land development rights for our Forthcoming Projects. as given below. Any such change in our plans may require rescheduling of our expenditure programs. In the event the estimated utilisation of the Net Proceeds in a fiscal is not completely met. see the section titled “Our Business” on page 75 of this Draft Red Herring Prospectus.00 Forthcoming project 3. at the discretion of the management of the Company. In addition.820. dynamic market. 2008 MoU dated September 25.00 Amount Paid as percentage of Total Cost of Land Development Rights (%) 44. 2009 Amount proposed to be utilised from the Net Proceeds 1. If surplus funds are unavailable. Project Name Plot Area (acres) Total cost of Land development rights (Rs. an agreement for services and a memorandum of understanding (“MoU”). 2009* (Rs.24 200. such as potential acquisition opportunities. Kalyan Township 160. discontinuing projects currently planned and an increase or decrease in the expenditure for a particular project or land acquisition or land development rights in relation to current plans. Consequently. starting projects which are not currently planned. 2008 Agreement for services dated November 20. Pune Township 225.

44 844.44 1. In relation to the Godrej Garden City.00 4. 2009.008. Ahmedabad we have made a payment of Rs. in relation to the Kalyan townsip we have made a payment of Rs.24 million is required to be paid after October 15. The above amount payable will be financed through debt and Issue Proceeds. the land acquisitions referred to above shall be through our subsidiaries.00 Joint development agreement 43 . 65.940 310.43 Balance Payable after October 15.00 million till October 15. 1. Details of the project The details of our Forthcoming project. 2. No.008. **For a description of the nature of each of the documents. 593. Consequently.24 2.01 Nil Nil 750. 2009 and a balance of Rs. In the event such assignment is completed by us prior to the filing of the RHP. Mn) Amount Paid till October 15. Name of the Project Saleable Area (in Sq ft) Start Year/ Estimated Start Year Estimated Completion Year Total Construction Cost Amount deployed as of October 15.24 1.00 750. 2009 and a balance of Rs.00 million till October 15. The estimated amounts paid as described above include such advances and deposits. We may consider from time to time assigning our rights in these projects to a subsidiary.030. like the total project cost and the costs already incurred are as set forth in the table below: (Rs. We may be required to make certain payments in relation to these projects shortly.43 164. 2009* (Rs.28 2. None of the above mentioned land development rights forming part of our land reserves have been or are being purchased from our Promoters. Further.00 million is required to be paid after October 15.525.820. 2009. 2009* 164. 2009 Amount proposed to be utilised from the Net Proceeds Nature of Contract/ Documentation** Status of property 2009 Total 715.940 2008 2012 1. Further details and updations shall be included in the Red Herring Prospectus.01 million for the construction of this Forthcoming Project. Godrej Eternia Chandigarh -I Total 310. we will update the RHP. In respect of many of our land development rights to be acquired.00 * As per certificate from Kalyaniwalla & Mistry. Project Name Plot Area (acres) Total cost of Land development rights (Rs. We may either capitalize our subsidiaries from the Net Proceeds of the Issue or provide them with loans on an arm’s length basis at the appropriate stage. 844.923. 2009 Break-up of the Funding of the Total Cost of the Project Internal Net Accruals Proceeds Nature of Contract/ Documentation** 1.S. For such purpose we propose to utilise our existing financing facilities with various banks and institutions details of which are mentioned in the section titled “Financial Indebtedness” on page 289 of this Draft Red Herring Prospectus. Construction of our Forthcoming project We are constructing and developing a commercial project in Chandigarh and intend to additionally deploy Rs. 2009. Mn) Amount Paid as percentage of Total Cost of Land Development Rights (%) Balance payable after October 15. Chartered Accountants dated October 21. No.430.01 844.00 34. 1. in million) Sr. we are required to pay an advance at the time of executing an agreement.448. To the extent of utilisation of the above facilities we would utilise our Issue Proceeds to repay such amounts. please refer to the section titled “Our Business” on page 75 of this Draft Red Herring Prospectus.

an amount of Rs. The Company intends to utilize the Net Proceeds towards repayment of a sum of up to Rs. 4000. The details of the loans proposed to be repaid/ prepaid out of Net Proceeds are provided in the table below: 44 . see the section titled “Financial Indebtedness” on page 289 of this Draft Red Herring Prospectus. 3.10 Rs.00 million payable in relation to the agreement for grant of development rights dated April 15. 393. 500 million) In case of shortfall in the Net Proceeds.00 987. Our management expects that such alternate arrangements would be available to fund any such shortfall. 2009.00 million (Including interchangeable non fund based limit of Rs. 95. Repayment of loans taken from various lenders Our Company has entered into various financing arrangements with a number of banks/financial institutions. have been made.044. the Company may continue to utilize its existing financing facilities with various banks and institutions to make certain payments in relation to Godrej Garden City.689.25 2.24 million payable in relation to the agreement for services dated November 20. ** Includes an amount of Rs. excluding Net Proceeds: Name of the financial entity/lending bank State Bank of India Date of the final sanction letter/Agreement May 13. in cases where projects comprise of multiple phases. 1. 2008 entered into by the Company for the Godrej Ahmedabad Tonwship. we confirm that firm arrangements through verifiable means towards 75% of the stated means of finance. Ahmedabad and the Kalyan township.43 3.00 million out of the amount outstanding under the financing arrangements. Means of Finance The following is a summary of our means of financing for acquisition of land development rights and construction activities: Amounts (Rs. Chartered Accountants. 2009 Proposed to be funded through Net Proceeds Financing from Debt Facilities# * As per certificate from M/s. Kalyaniwalla & Mistry.68 1. Note: For the purpose of the above computation.* As per certificate from Kalyaniwalla & Mistry. Chartered Accountants dated October 21.780. # For details of the financing arrangement please refer to the section titled “Financial Indebtedness” on page 289 of this Draft Red Herring Prospectus. the fund requirements may be met out of internal accruals and / or debt funds. Based on the certificates received from M/s. we have considered only those phases which we expect to be completed by 2012. Chartered Accountants dated October 21. Kalyaniwalla & Mistry. 500. Details of final sanction letters received from the banks/lenders.456. ** For a brief description of the nature of the contract please refer to the ‘Our Business’ section on page 75 of this Draft Red Herring Prospectus. These arrangements include secured and unsecured loans from banks/financial institutions. For details of the financing arrangements.25** Total Cost Amounts paid as on October 15. 2009. 2008 entered into by the Company for acquisition of land development rights of the property situated at Kalyan and an amount of Rs.50 million payable by the Company towards construction cost of the project Godrej Eternia Chandigarh – I.767. Additionally. 2009* Amounts payable as on October 15.720. To the extent of such utilisation we would increase the Net Proceeds of the Issue towards repayment of such additional loans. 2009 Sanctioned amount Actual utilisation as on October 15. towards 75 per cent of the stated means of finance. 2009 2. excluding Net Proceeds. in million) 5.

4. 2010 – Rs.120. 500.10 Total * As per certificate from M/s. will have the discretion to revise its business plan from time to time and consequently our funding requirement and deployment of funds 45 .000.00 million June 10. There are no prepayment penalties under the above loan agreements. 100.75% as on October 15. 400. 11. Thus. in response to the competitive and dynamic nature of the industry.000.00% i. subject to compliance with the necessary provisions of the Companies Act. 500.00 million April 8.00 6. 1. Central Bank of India March 2009 19. Chartered Accountants dated October 21.e. 2010 – Rs. 2. the Company may reduce or increase the amount of repayments of loan. 11.A.(Rs. the Company may have to revise its business plan from time to time and consequently our fund requirement may also change. 2. Kalyaniwalla & Mistry.000. 500. General Corporate Purposes The Net Proceeds will be first utilised towards the aforesaid items and the balance is proposed to be utilized for general corporate purposes including strategic initiatives and acquisitions.00 No fixed repayment date as this is a cash credit facility SBAR i. 500.000 (Including interchangeable non fund based facility of Rs.00 Working capital purpose 2. 2009 For WCDL Rate of Interest is 8.00 million) Working capital purpose Cash Credit Component 1544.00 The Company will give preference to repaying high costs debts in order to reduce the interest burden. In view of the requirements of our business and the dynamic nature of our industry. Name of the lender Date of the loan facility agreement Total Amount Sanctioned Purpose of loan Principal amount outstanding as on October 15.e. As on 15th October.00 – Cash Credit Component 1.10 Working Capital Demand Loan – 500. 2009 BPLR 1.00 million 600.00 March 19. No. brand building exercises and strengthening of our marketing capabilities. Our management. 2009* Repayment Date/ schedule Interest (%) Amount proposed to be repaid out of the Issue proceeds 1. 2009.044.50% P.00 million June 16. in million) Sr.00 4. State Bank of India May 2009 13.720. 2010 – Rs. 2010 – Rs. 2010 – Rs.00% as on 15th October 2009. We have also received the consent from all the banks/financial institutions with which we have existing financing arrangements for this Issue.00 million March 31.

selling commission. legal fees. Escrow Bankers and Registrars to the Issue. million) [●] [●] [●] [●] [●] [●] [●] Percentage of the Issue Expenses* [●] [●] [●] [●] [●] [●] [●] Percentage of the Issue size* [●] [●] [●] [●] [●] [●] [●] Will be incorporated after finalisation of the Issue Price. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. if any. will have flexibility in utilizing the proceeds for the purposes mentioned above and earmarked for general corporate purposes. listed debt instruments and rated debentures. printing and stationery expenses. will have flexibility in deploying the Net Proceeds. we intend to temporarily invest the funds from the Issue in interest bearing liquid instruments including deposits with banks and investments in mutual funds and other financial products. derivative linked debt instruments. other fixed and variable return instruments. we will prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit 46 . of unutilized proceeds of the Issue in the Balance Sheet of the Company for the relevant Financial Years subsequent to the listing. Our management. In case of a shortfall in the Net Proceeds. such as principal protected funds. All expenses with respect to the Issue will be borne out of Issue proceeds. in accordance with the policies established by our Board from time to time. Pursuant to clause 49 of the Listing Agreement. We intend to use approximately Rs. our management may also explore a range of options including utilizing our internal accruals or seeking debt from future lenders. Our management expects that such alternate arrangements would be available to fund any such shortfall. which are proposed to be repaid from the proceeds of this Issue. Monitoring Utilization of Funds We have appointed [●] as the monitoring agency in relation to the Issue. We will indicate investments. Issue Expenses The Issue related expenses consist of underwriting fees. Pending utilization for the purposes described in the above paragraphs. we will on a quarterly basis disclose to the Audit Committee the uses and applications of the proceeds of the Issue. Underwriting and Selling Commission SCSB Commission Advertising and marketing expenses Printing and stationery (including courier. Bridge Financing Facilities The Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Red Herring Prospectus. for all such proceeds of the Issue that have not been utilized. advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. transportation charges) Others (Registrar fees. Bankers to the Issue. On an annual basis. Interim use of Net Proceeds Our management.may also change. listing costs etc) Fees paid to rating agency Total * Expenses* (In Rs. fees payable to GCBRLMs and the BRLMs to the Issue. [●] million towards these expenses for the Issue. in accordance with the policies of our Board. The Board and [●] will monitor the utilization of the proceeds of the Issue. legal counsels. We will disclose the utilization of the proceeds of the Issue under a separate head along with details. The break-up for the Issue expenses is as follows: Activity Lead Management.

Directors. the report submitted by the monitoring agency will be placed before the Audit Committee of the Company. We will provide information of material deviations in the utilisation of Issue proceeds to the stock exchanges and will also simultaneously make the material deviations/adverse comments of the Audit committee/monitoring agency public through advertisement in newspapers. The statement will be certified by the statutory auditors of the Company.Committee. 47 . so as to enable the Audit Committee to make appropriate recommendations to the Board of Directors. In addition. no part of the proceeds from the Issue will be paid by us as consideration to the Promoter. Group Companies or key managerial employees. Except as stated above. Such disclosure shall be made only until such time that all the proceeds of the Issue have been utilised in full. except in the normal course of its business.

Emphasis on Innovation.10.78 4.) 12.) 12.53 12. refer to section titled “Our Business” beginning on page 75 of this Draft Red Herring Prospectus.35 Weight 3 2 1 _________ (1) Earnings per share represents basic earnings per share calculated as net profit attributable to equity shareholders as restated divided by a weighted average number of shares outstanding during the year.BASIS FOR ISSUE PRICE The Issue Price of Rs. For more details on qualitative factors. on the basis of assessment of market demand from the investors for the offered Equity Shares by way of Book Building process. 2009 March 31. EARNING PER SHARE (EPS)(1)(2)(3): As per our restated Unconsolidated Summary Statements: Year ended March 31. QUANTITATIVE FACTORS Information presented in this section is derived from our standalone and consolidated restated financial statements prepared in accordance with Indian GAAP. 2008 March 31. 2008 March 31.28 Weight 3 2 1 As per our restated Consolidated Summary Statements: Year ended March 31. 2007 Weighted Average Basic & Diluted EPS (in Rs. (2) Face value per share is Rs. 48 . Business Development Model. Note: a) The Earning per Share has been computed on the basis of the restated profits and losses of the respective years. 2009 March 31.97 11. Some of the quantitative factors which may form the basis for computing the Issue Price are as follows: 1. The face value of the equity shares is Rs 10 and the Issue price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. QUALITATIVE FACTORS • • • • • • Established Brand Name. 2007 Weighted Average Basic & Diluted EPS (in Rs. Investors should also refer to the sections titled “Risk Factors” and “Financial Information” on page xvi and 184 of this Draft Red Herring Prospectus. Execution Methodology.37 12.76 5. [●] has been determined by the Company in consultation with the GCBRLMs and the BRLMs.04 11. (3) The EPS has not been adjusted for the Equity Shares allotted pursuant to the Pre-IPO Placement. Land Reserves in Strategic Locations. Qualified and Skilled Employee Base and Human Resource Practices.

36 Issue Price [●]* As of March 31. 2008 March 31. 2007 Weighted Average 4. a. 2009 (Industry –Construction) 3. 2009 (Standalone) after the Issue : Rs.b) The denominator considered for the purpose of calculating Earnings per Share is the weighted average number of Equity Shares outstanding during the year. 2.8 b.89% 33.70% Weight 3 2 1 Return on Net Worth as Per Restated Consolidated Financial Statements Year Ended March 31. Lowest: Nil c. 2009 (Standalone) : Rs.18. 2008 March 31. c.9 *Source: Capital Markets Vol. Industry Composite: 32. PRICE EARNING RATIO (P/E RATIO) Price/Earning (P/E) ratio in relation to Issue Price of Rs [●] per share of face value of Rs. 2009: [●] Industry P/E* – a. 2009: Based on standalone restated summary statements: [●]% Based on Consolidated restated summary statements: [●]% 5. 2009 (Consolidated) : Rs. [●] As of March 31. e.06% 31. 49 .58% 33.15% 64. XXIV/16 dated October 05. RETURN ON NET WORTH: Return on Net Worth as Per Restated Unconsolidated Financial Statements Year Ended March 31. 2009 March 31. [●] *Issue Price per Share will be determined on conclusion of book building process. b. 10 each: a) b) c) As per our Restated Unconsolidated Summary Statements for year ended March 31. 49. NET ASSET VALUE PER EQUITY SHARE: As of March 31. Highest: 383. 2009 (Consolidated) after the Issue : Rs. 2007 Weighted Average RONW (%) 25. RONW (%) 25. 2009 March 31. d.33% 31.81% Weight 3 2 1 Minimum Return on Increased Net Worth required to maintain pre-issue EPS for the year ended March 31. 49.47 As of March 31.07% 64. 2009: [●] As per our Restated Consolidated Summary Statements for year ended March 31. c) EPS calculations have been done in accordance with Accounting Standard 20-“Earning per share” issued by the Institute of Chartered Accountants of India.

as restated. The Issue Price of Rs. see the section titled “Risk Factors” beginning on page xiv of this Draft Red Herring Prospectus and the financials of the Company including important profitability and return ratios.9 52. The face value of our Equity Shares is Rs. *Trailing Twelve Months ended June 30.3 17.3 61. # Last Reported Fiscal Year ended March 31. XXIV/16 dated October 05. 2009 Since the Issue is being made through the 100% Book Building Process.335 5.5 4.18. For further details.747 6.7 178.5 [●] 11.449 7.1 13.0 6.3% 20.6 18.10 each and the Issue Price is [●] times of the face value of our Equity Shares.0 Sales (Rs.0 3.6 29.9 37.3% 6.5% NAV per share 49.2% 30.9 169.3% 5.6% 6. 6. 2009 (Industry –Construction). [●] has been determined by us. COMPARISON WITH INDUSTRY PEERS: Name of the Company Godrej Properties Limited Mahindra Lifespace Developers Limited Puravankara Projects Limited Parsvnath Developers Limited Peninsula Land Limited Sobha Developers Limited Omaxe Limited HDIL Face Value per share(Rs.Net Asset Value per Equity Share represents Net Worth.7 74.) 10 10 5 10 2 10 10 10 Trailing Twelve Months* P/E as EPS on Sep (Rs.417 9.852 1.193 Source: Capital Markets Vol. The trading price of the Equity shares of the company could decline due to the factors mentioned in “Risk Factors” and you may lose all or part of your investments.654 4.1% 15% 10.0 7. divided by the number of Equity Shares outstanding at the end of the period.998 17.9 33.) 25. Mn) 1. Select companies that represent real estate developer from the construction companies group have been identified as peer group.8 42.47 217. 2009. 2009 12. in consultation with the GCBRLMs and the BRLMs on the basis of the demand from investors for the Equity Shares through the Book-Building Process and is justified based on the above accounting ratios. the Issue Price will be determined on the basis of investor demand. as set out in the “Financial Information” stated on page 184 of this Draft Red Herring Prospectus to have a more informed view.1 Last reported Financial Year (#) RoNW (%) 25. 50 . Data based on full year results as reported in the edition.3 2.4 103.9 35.

in respect of long term capital gains. presently in force in India. long term gains as computed above that are not exempt under section 10(38) of the Act. Wealth Tax Act. Several of these benefits are dependant on the companies or their shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Capital gains arising on sale of these assets held for 12 months or less are considered as “Short Term Capital Gains”. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY There are no special tax benefits available to the shareholders of the Company. 1958. income received in respect of units from the Administrator of the specified undertaking and income received in respect of units from the specified company in accordance with and subject to the provisions of section 10(35) of the Act. Section 94(7) of the Act provides that losses arising from the sale/transfer of shares or units purchased within a period of three months prior to the record date and sold/transferred within three months or nine months respectively after such date. 1961 (provisions of Finance Act. 1961 (“THE ACT”): The Company will be entitled to deduction under the sections mentioned hereunder from its total income chargeable to Income Tax. will be disallowed to the extent dividend income on such shares or units is claimed as tax exempt.STATEMENT OF TAX BENEFITS I. 2009). education cess and secondary higher education cess). would be subject to tax at a rate of 20 percent (plus applicable surcharge. make available the following general tax benefits to companies and to their shareholders. II. as per the proviso to section 112(1). capital gains arising on sale of these assets held for more than 12 months are considered as “Long Term Capital Gains”. GENERAL TAX BENEFITS The Income Tax Act. listed securities or units of UTI or units of Mutual Fund specified under section 10 (23D) or zero coupon bond will be considered as long term capital assets if they are held for period exceeding 12 months. provides for deduction of cost of acquisition/improvement and expenses incurred in connection with the transfer of a capital asset. Section 48 of the Act. from the sale consideration to arrive at the amount of Capital Gains. However. Also. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein. which prescribes the mode of computation of Capital Gains. SPECIAL TAX BENEFITS A. which adjusts the cost of acquisition/ improvement by a cost inflation index as prescribed from time to time. Consequently. the Company will be eligible for exemption of income by way of dividend (interim or final) on shares held in a domestic Company referred to in section 115-O of the Act or from units of mutual funds specified under section 10(23D) of the Act. A. However. B. it offers a benefit by permitting substitution of cost of acquisition/improvement with the indexed cost of acquisition/improvement. in view of the provisions of Section 14A of Act. no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. 1957 and the Gift Tax Act. (a) Dividends Exempt Under section 10 (34)/10(35) Under section 10(34) of the Act. As per the provisions of section 112(1)(b) of the Act. BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT. (b) Computation of Capital Gains Capital assets may be categorized into short term capital assets and long term capital assets based on the period of holding. Shares in a Company. if the tax on long term capital gains resulting on transfer of listed securities or units or zero coupon 51 . SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY There are no special tax benefits available to the Company. However.

any long term capital gains arising out of sale of equity shares or units of an equity oriented fund on or after October 1. which is registered in India and which has as its main object the conduct of scientific research and development.bond. in respect of any sum paid to a scientific research association which has as its object the undertaking of scientific research. the Company will be able to enjoy the consessional benefits of taxation on capital gains. 52 . the company will be eligible. in the said bonds should not exceed Rupees fifty lakh. However. (iv) According to the provisions of section 54EC of the Act and subject to the conditions specified therein. such income shall be taken into account in computing the book profits under section 115JB. (c) Exemption of capital gain from income tax (iii) Under section 10(38) of the Act. Provided that investments made on or after 1st April 2007. or to any approved university. education cess and secondary higher education cess). Further the tax benefits related to capital gains are subjected to the CBDT Circular No. 2004. and on fulfillment of criteria laid down in the circular. However. Long term capital loss suffered during the year is allowed to be set-off against long term capital gains. Balance loss. to be used by it for scientific research. If only part of the capital gain is so reinvested. on scientific research related to the business of the Company. will be exempt from tax provided that the transaction of sale of such shares or units is chargeable to STT. could be carry forward for eight years for claiming set-off against subsequent years’ short-term as well as long-term capital gains. in respect of any revenue or capital expenditure incurred. As per section 74 Short term capital loss suffered during the year is allowed to be set-off against shortterm as well as long term capital gain of the said year. 4/2007 dated June 15. if any. could be carried forward for eight years for claiming set-off against subsequent years’ Long term capital gains. 2007. College or other institution to be used for scientific research or for research in social sciences or statistical scientific research to the extent of a sum equal to one and one fourth times the sum so paid. short-term capital gains on sale of equity shares or units of an equity oriented fund on or after October 1. then such gains are chargeable to tax at consessional rate of 10 percent (plus applicable surcharge. (ii) Under Section 35 (1) (ii) and (iii) of the Act. for the following specified deductions in computing its business income:(i) Under Section 35 (1) (i) and (iv) of the Act. if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition. education cess and secondary higher education cess). the exemption shall be allowed proportionately. Under Section 35 (1) (iia) of the Act. education cess and secondary higher education cess). shall also qualify for a deduction of one and one fourth times the amount so paid. any sum paid to a company. other than expenditure on the acquisition of any land. (d) COMPUTATION OF BUSINESS INCOME: Subject to the fulfillment of conditions prescribed. calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term capital gains computed at the rate of 10 percent without indexation benefit. Balance loss. Gains arising on transfer of short term capital assets are currently chargeable to tax at the rate of 30 percent (plus applicable surcharge. as per the provisions of section 111A of the Act. if any. where the transaction of sale is subject to Securities Transaction Tax (“STT”) shall be chargeable to tax at a rate of 15 percent (plus applicable surcharge. the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. 2004. long term capital gains not exempt under section 10 (38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six month from the date of transfer. However. inter-alia.

100 percent of profits is deductible for 10 years commencing from the initial assessment year in case of an undertaking which develops. The amount which can be set-off is restricted to the difference between the tax payable under the regular provisions of the Act and tax payable under the provisions of section 115JB in that year. copyrights. 1998) at the rates prescribed under the Income Tax Rules. thus carried forward. Credit eligible for carry forward is the difference between MAT paid and the tax computed as per the normal provisions of the Act. tax credit shall be allowed of any tax paid under section 115JB of the Act (MAT). the company is liable to pay income tax at the rate of 15% (plus applicable surcharge. the company as a tax resident of India would be entitled to the benefits of such Tax Treaties in respect of income derived by it in foreign countries. develops and operates or maintains and operates an industrial park or special economic zone notified for this purpose in accordance with any scheme framed and notified by the Central Government for the period from April 1. in the year in which it is required to pay the tax under the regular provisions of the Income-tax Act. 1997 and March 31. education cess and secondary & higher education cess) on the Book Profit as computed in accordance with the provisions of section 115JB of the Act.1962. Such MAT credit shall not be available for set-off beyond 10 years succeeding the year in which the MAT becomes allowable. B. by a local authority subject to fulfillment of conditions mentioned therein.(iii) Under Section 36 (1) (xv) of the Act. for taxes on income paid in Foreign Countries with which India has entered into Double Taxation Avoidance Agreements (Tax Treaties from projects/activities undertaken thereat). Under section 115JAA (1A) of the Act. education cess and secondary & higher education cess). if the total tax payable as computed under the Act is less than 15% of the Book Profit as computed under the said section. TAX REBATES (TAX CREDITS): As per the provisions of section 90. (iv) Subject to compliance with certain conditions laid down in section 32 of the Act. Section 91 provides for unilateral relief in respect of taxes paid in foreign countries. patents. 2011 in case of an industrial park and March 31. (vi) In accordance with and subject to the conditions specified under Section 80-IB(10) of the Act.T. COMPUTATION OF TAX ON BOOK PROFITS: As provided under section 115JB of the Act. the Company is eligible for deduction of thirty percent of the annual value of the property (i. the Company will be entitled to the deduction from the India Income-tax of a sum calculated on such doubly taxed income to the extent of taxes paid in Foreign Countries.e. trademarks. licenses. machinery. (v) The corporate tax rate shall be 30% (plus applicable surcharge. actual rent received or receivable on the property or any part of the property which is let out). BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS: 53 . In such cases the provisions of the Income tax Act shall apply to the extent they are more beneficial to the company. 2008. the Company will be entitled to deduction for depreciation in respect of tangible assets (being buildings. Further. (viii)Under section 80IA of the I. the amount of Securities Transaction Tax paid by an assessee in respect of taxable securities transactions offered to tax as “Profits and gains of Business or profession” shall be allowable as a deduction against such Business Income. franchises or any other business or commercial rights of similar nature acquired on or after 1st day of April. Act. The company shall be eligible to set-off the MAT credit.T. plant or furniture) and intangible assets (being know-how. (vii) Under section 24(a) of the I. the Company is eligible for hundred per cent deduction of the profits derived from development and building of housing projects approved before 31 March. Act. 2006 for special economic zones.

Gains arising on transfer of short term capital assets are currently chargeable to tax at the rate of 30 percent (plus applicable education cess and secondary higher education cess). 4/2007 dated June 15. the individual will be able to enjoy the consessional benefits of taxation on capital gains. short-term capital gains on sale of equity shares or units of mutual funds on or after October 1. Capital gains arising on sales of these assets held for 12 months or less are considered as “short term capital gains”.(a) Dividends exempt under section 10 (34) Under section 10 (34) of the Act. capital gains arising on sale of these assets held for more than 12 months are considered as “long term capital gains”. income earned by way of dividend (Interim or final) from domestic Company referred to in section 115-O of the Act is exempt from income tax in the hands of the shareholders. where the transaction of sale is chargeable to Securities Transaction Tax (“STT”) shall be subject to tax at a rate of 15 percent (plus applicable education cess and secondary higher education cess). However. it offers a benefit by permitting substitution of cost of acquisition/improvement with the indexed cost of acquisition/ improvement. which adjusts the cost of acquisition/ improvement by a cost inflation index as prescribed from time to time.1. As per section 74 Short term capital loss suffered during the year is allowed to be set-off against shortterm as well as long term capital gain of the said year. any income of minor children clubbed in the total income of the parent under section 64(1A) of the Act will be exempted from tax to the extent of Rs. 2007. However.per minor child. Balance loss. will be disallowed to the extent dividend income on such shares or units is claimed as tax exempt. long term gains as computed above that are not exempt under section 10 (38) of the Act would be subject to tax at a rate of 20 percent (plus education cess and secondary higher education cess). in respect of long term capital gains. Also. However. as per the provisions of section 111A of the Act. Shares in a Company. if the tax on long term capital gains resulting on transfer of listed securities or units or zero coupon bond. calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term capital gains computed @ 10 percent without indexation benefit. (c) Computation of capital gains Capital assets may be categorized into short term capital asset and long term capital assets based on the period of holding. from the sale consideration to arrive at the amount of capital gains. if any. can be carried forward for 54 . As per provisions of section 112 (1) (a) of the Act. Section 94(7) of the Act provides that losses arising from the sale/transfer of shares or units purchased within a period of three months prior to the record date and sold/transferred within three months or nine months respectively after such date. provides for deduction of cost of acquisition/improvement and expenses incurred in connection with the transfer of a capital asset. and on fulfillment of criteria laid down in the circular. Consequently. listed securities or units of UTI or units of mutual fund specified under section 10 (23D) of the Act or zero coupon bonds will be considered as long term capital assets if they are held for a period exceeding 12 months. which prescribes the mode of computation of capital gains. Further the tax benefits related to capital gains are subjected to the CBDT Circular No. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein. as per the proviso to the said section 112 (1). However. (b) Income of a minor exempt up to certain limit Under Section 10(32) of the Act. then such gains are chargeable to tax a consessional rate of 10 percent (plus applicable education cess and secondary higher education cess).500/. no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. in view of the provisions of Section 14A of Act. Section 48 of the Act. 2004.

According to the provisions of section 54F of the Act and subject to the conditions specified therein. the exemption shall be allowed proportionately. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. income earned by way of dividend (Interim or final) from domestic Company referred to in section 115-O of the Act is exempt from income tax in the hands of the shareholders. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein. in the case of an individual or a Hindu Undivided Family (‘HUF’). In such a case.eight years for claiming set-off against subsequent years’ short-term as well as long-term capital gains. can be carried forward for eight years for claiming set-off against subsequent years’ Long term capital gains. other than the residential house referred to above. Long term capital loss suffered during the year is allowed to be set-off against long term capital gains. However. Provided that investments made on or after April 1. 1. no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. 2007. gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house provided that the individual does not own more than one residential house. However. net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. • According to the provisions of sections 54EC of the Act and subject to the conditions specified therein. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is purchased or constructed. Balance loss. C. long term capital gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to Securities Transaction Tax (“STT”). if any. in the said bonds should not exceed Rupees fifty lakh. the cost of such long term specified assets will not qualify for deduction under section 80C of the Act. BENEFITS AVAILABLE TO INDIVIDUAL NON-RESIDENT INDIAN SHAREHOLDERS (OTHER THAN FIIS AND FOREIGN VENTURE CAPITAL INVESTORS): (a) Dividends exempt under section 10 (34) Under section 10 (34) of the Act. . on the date of transfer of the original asset. 55 . Exemption of capital gain from income tax • Under section 10 (38) of the Act. (d) Deduction in respect of Securities Transaction Tax paid against Business Income Under Section 36 (1) (xv) of the Act. if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition the amount of capital gain exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. If only a part of such net consideration is invested within the prescribed period in a residential house. the amount of Securities Transaction Tax paid by an assessee in respect of taxable securities transactions offered to tax as “Profits and gains of Business or profession” shall be allowable as a deduction against such Business Income. Further thereto. in view of the provisions of Section 14A of Act. For this purpose. long term capital gains not exempt under section 10 (38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. if the individual purchases within a period of two years or constructs within a period of three years after the date of transfer of the original long term capital asset. If only the part of capital gain is so reinvested. any other residential house. if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction. the exemption shall be allowed proportionately. other than the new asset. Further.

(c) Computation of capital gains Capital assets may be categorized into short term capital asset and long term capital assets based on the period of holding. According to the provisions of section 112 of the Act. Shares in a Company. as per the provisions of section 111A of the Act. Capital gains arising on sale of such assets held for 12 months or less are considered as “short term capital gains”. sale proceeds less cost of acquisition/improvement) computed in the original foreign currency is then converted into Indian Rupees at the prevailing rate of exchange. (i) Capital gains tax . where the transaction of sale is chargeable to STT shall be subject to tax at a rate of 15 percent (plus applicable education cess and secondary higher education cess).500/. Section 94(7) of the Act provides that losses arising from the sale/transfer of shares or units purchased within a period of three months prior to the record date and sold/transferred within three months or nine months respectively after such date. Consequently. listed securities or units of UTI or units of mutual fund specified under section 10 (23D) of the Act or zero coupon bonds will be considered as long term capital assets if they are held for a period exceeding 12 months. However. any income of minor children clubbed in the total income of the parent under section 64(1A) of the Act will be exempted from tax to the extent of Rs. if the tax on long term gains resulting on transfer of listed securities or units or zero coupon bond. In case investment is made in Indian Rupees. have the option of being governed by the provisions of Chapter XII-A of the Act. The capital gain (i. However. 2004. then such gains are chargeable to tax at a consessional rate of 10 percent (plus applicable education cess and secondary higher education cess). Further the tax benefits related to capital gains are subjected to the CBDT Circular No. as per the proviso to section 112 (1) (c). Benefit of indexation of costs is not available in above case. being shareholders of an Indian Company. the long-term capital gains that are not exempt u/s.e. Section 48 of the Act contains provisions in relation to computation of capital gains on transfer of shares of an Indian Company by a non-resident where the investment in such shares was made in foreign currency Computation of capital gains arising on transfer of shares in case of non-residents has to be done in the original foreign currency. long term capital gains as computed above that are not exempt under section 10 (38) of the Act would be subject to tax at a rate of 20 percent (plus applicable education cess and secondary higher education cess). will be disallowed to the extent dividend income on such shares or units is claimed as tax exempt. 2007. (b) Income of a minor exempt up to certain limit Under Section 10(32) of the Act. which was used to acquire the shares. short-term capital gains of equity shares on or after October 1. 4/2007 dated June 15. which inter-alia entitles 56 . capital gains arising on sale of these assets held for more than 12 months are considered as “long term capital gains”.Also. the individual will be able to enjoy the consessional benefits of taxation on capital gains. calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term gains computed at the rate of 10 percent without indexation benefit. Gains arising on transfer of short term capital assets are currently chargeable to tax at the rate of 30 percent (plus applicable education cess and secondary higher education cess). 10(38) of the Act are to be computed after indexing the cost.Options available under the Act Where shares have been subscribed in convertible foreign exchange Option of taxation under chapter XII-A of the Act: Non-resident Indians [as defined in section 115C(e) of the Act]. and on fulfillment of criteria laid down in the circular.per minor child..1.

if the tax payable in respect of long term capital gains resulting on transfer of listed securities or units. As per the provisions of section 112(1) (c) of the Act. (iv) and (v) of section 115C(f) for that year and subsequent assessment years until such assets are converted into money. gains arising on transfer of a long term capital asset being shares in an Indian company shall not be chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period of six months in any specified asset. where the non-resident Indian becomes assessable as a resident in India. then such gains are chargeable to tax at the rate of 10 percent without indexation benefit (plus applicable education cess and secondary higher education cess). it offers a benefit by permitting substitution of cost of acquisition/improvement with the indexed cost of acquisition/improvement. provides for deduction of cost of acquisition/improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital asset. if part of such net consideration is invested within the prescribed period of six months in any specified asset. declaring therein that the provisions of chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act. along with his return of income for that year under section 139 of the Act to the effect that the provisions of the chapter XII-A shall continue to apply to him in relation to such investment income derived from any foreign exchange asset being asset of the nature referred to in sub clause (ii). However. which adjusts the cost of acquisition/improvement by a cost inflation index. However. net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. calculated at the rate of 20 percent with indexation benefit exceeds the tax payable on gains computed at the rate of 10 percent without indexation benefit. 10(38) of the Act as computed above would be subject to tax at a rate of 20 percent (plus applicable education cess and secondary higher education cess). long term capital gains that are not exempt u/s. long term capital gains arising on transfer of shares in an Indian Company not exempt under section 10 (38). the exemption will be allowed on a proportionate basis. Further. non-resident Indians are not obliged to file a return of income under section 139(1) of the Act. (iii). As per the provisions of section 115-I of the Act. will be subject to tax at the rate of 10 percent (plus applicable education cess and secondary higher education cess) without indexation benefit. According to the provisions of section 115F of the Act and subject to the conditions specified therein. from the sale consideration to arrive at the amount of capital gains. provided tax has been deducted at source from such income as per the provisions of chapter XVII-B of the Act. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred. he may furnish a declaration in writing to the assessing officer. (ii) Exemption of capital gain from income tax 57 . which prescribes the mode of computation of capital gains. in respect of long term capital gains. if their source of income is only investment income and / or long term capital gains defined in section 115C of the Act. purchased or subscribed to in convertible foreign exchange: • According to the provisions of section115D read with section 115E of the Act and subject to the conditions specified therein. For this purpose.them to the following benefits in respect of income from shares of an Indian Company acquired. as prescribed time to time. a non-resident Indian may elect not to be governed by the provisions of chapter XII-A for any assessment year by furnishing his return of income for that assessment year under section 139 of the Act. Under section 115H of the Act. as per the proviso to Section 112(1) of the Act. • • • • Where the shares have been subscribed in Indian Rupees: Section 48 of the Act. if the specified asset in which the investment has been made is transferred within a period of three years from the date of investment. As per the provisions of section 115G of the Act.

Long term capital loss suffered during the year is allowed to be set-off against long term capital gains. BENEFITS AVAILABLE TO OTHER INDIVIDUAL NON-RESIDENT SHAREHOLDERS (OTHER THAN FIIS AND FOREIGN VENTURE CAPITAL INVESTORS): (a) Dividends exempt under section 10 (34) 58 . If only part of the capital gain is so reinvested. the amount of Securities Transaction Tax paid by an assessee in respect of taxable securities transactions offered to tax as “Profits and gains of Business or profession” shall be allowable as a deduction against such Business Income. Further thereto.Under section 10(38) of the Act. the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. the exemption shall be allowed proportionately. For this purpose. long term capital gains arising out of sale of equity shares or a unit of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or unit is chargeable to STT. Further. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is purchased or constructed. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. Provided that investments made on or after April 1. in the said bonds should not exceed Rupees fifty lakh. net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. (e) Provisions of the Act vis-à-vis provisions of the tax treaty As per Section 90(2) of the Act. any other residential house. Balance loss. other than the residential house referred to above. could be carried forward for eight years for claiming set-off against subsequent years’ Long term capital gains. if any. could be carry forward for eight years for claiming set-off against subsequent years’ short-term as well as long-term capital gains. D. As per section 74 Short term capital loss suffered during the year is allowed to be set-off against shortterm as well as long term capital gain of the said year. on the date of transfer of the original asset. other than the new asset. gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house provided that the individual does not own more than one residential house. the exemption shall be allowed proportionately. If only a part of such net consideration is invested within the prescribed period in a residential house. (d) Deduction in respect of Securities Transaction Tax paid against Business Income Under Section 36 (1) (xv) of the Act. capital gains not exempt under section 10(38) and arising on transfer of a long term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. Balance loss. Accordingly to the provisions of section 54EC of the Act and subject to the conditions specified therein. if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction. According to the provisions of section 54F of the Act and subject to the conditions specified therein. in the case of an individual. if any. In such a case. 2007. if the individual purchases within a period of two years or constructs within a period of three years after the date of transfer of the original long term capital asset. the cost of such long term specified asset will not qualify for deduction under section 80C of the Act.. the provisions of the Act would prevail over the provisions of the relevant tax treaty to the extent they are more beneficial to the non-resident. if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition. However.

income earned by way of dividend (Interim or final) from domestic Company referred to in section 115-O of the Act is exempt from income tax in the hands of the shareholders. Capital gains arising on sale of such assets held for 12 months or less are considered as “short term capital gains”. According to the provisions of section 112 of the Act. 59 . then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable education cess and secondary higher education cess). However. will be disallowed to the extent dividend income on such shares or units is claimed as tax exempt. listed securities or units of UTI or unit of mutual fund specified under section 10 (23D) of the Act or zero coupon bond will be considered as long term capital assets if they are held for a period exceeding 12 months. In case investment is made in Indian Rupees. if any. calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term gains computed at the rate of 10 percent without indexation benefit. if the tax on long term gains resulting on transfer of listed securities or units or zero coupon bond. and on fulfillment of criteria laid down in the circular. no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. short term capital gains of equity shares where the transaction of sale is chargeable to STT shall be subject to tax at a rate of 15 percent (plus applicable education cess and secondary higher education cess).500/. as per the provisions of section 111A of the Act.per minor child. long term gain as computed above that are not exempt under section 10 (38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and education cess). which was used to acquire the shares. Consequently. Shares in a Company. Long term capital loss suffered during the year is allowed to be set-off against long term capital gains. Computation of capital gains arising on transfer of shares in case of non-residents has to be done in the original foreign currency. Section 48 of the Act contains provisions in relation to computation of capital gains on transfer of shares of an Indian Company by a non-resident. the individual will be able to enjoy the consessional benefits of taxation on capital gains. the long-term capital gain is to be computed after indexing the cost. 4/2007 dated June 15. Further the tax benefits related to capital gains are subjected to the CBDT Circular No. could be carry forward for eight years for claiming set-off against subsequent years’ short-term as well as long-term capital gains.Under section 10 (34) of the Act. Balance loss. However.e. (b) Income of a minor exempt up to certain limit Under Section 10(32) of the Act. 2007. (c) Computation of capital gains Capital assets may be categorized into short term capital asset and long term capital assets based on the period of holding. Also. As per section 74 Short term capital loss suffered during the year is allowed to be set-off against shortterm as well as long term capital gain of the said year.1. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein. as per the proviso to section 112 (1) (c). in view of the provisions of Section 14A of Act. sale proceeds less cost of acquisition/improvement) computed in the original foreign currency is then converted into Indian Rupees at the prevailing rate of exchange. The capital gain (i.. Section 94(7) of the Act provides that losses arising from the sale/transfer of shares or units purchased within a period of three months prior to the record date and sold/transferred within three months or nine months respectively after such date. capital gains arising on sale of these assets held for more than 12 months are considered as “long term capital gains”. any income of minor children clubbed in the total income of the parent under section 64(1A) of the Act will be exempted from tax to the extent of Rs. However. Gains arising on transfer of short term capital assets are currently chargeable to tax at the rate of 30 percent (plus applicable education cess and secondary higher education cess).

60 . Further thereto. (d) Exemption of capital gain from income tax • Under section 10(38) of the Act. long term capital gains arising out of sale of equity shares or units of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or units is chargeable to STT. For this purpose. the exemption shall be allowed proportionately. the amount of capital gains exempt earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. the amount of Securities Transaction Tax paid by an assessee in respect of taxable securities transactions offered to tax as “Profits and gains of Business or profession” shall be allowable as a deduction against such Business Income. could be carried forward for eight years for claiming set-off against subsequent years’ Long term capital gains. if the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction. (f) Provisions of the Act vis-à-vis provisions of the tax treaty As per Section 90(2) of the Act. if the assessee transfers or converts the notified bonds into money within a period of three years from the date of their acquisition. net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. Accordingly to the provisions of section 54EC of the Act and subject to the conditions specified therein. in the said bonds should not exceed Rupees fifty lakh. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is purchased or constructed. In such a case. any other residential house. in the case of an individual or a HUF. other than the residential house referred to above. if any. E. income earned by way of dividend (Interim or final) from domestic Company referred to in section 115-O of the Act is exempt from income tax in the hands of the shareholders. If only a part of such net consideration is invested within the prescribed period in a residential house. the exemption shall be allowed proportionately. if the individual purchases within a period of two years or constructs within a period of three years after the date of transfer of the original long term capital asset. However. • According to the provisions of section 54F of the Act and subject to the conditions specified therein. capital gains not exempt under section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. the cost of such long term specified asset will not qualify for deduction under section 80C of the Act.Balance loss. the provisions of the Act would prevail over the provisions of the relevant tax treaty to the extent they are more beneficial to the non-resident. 2007. (e) Deduction in respect of Securities Transaction Tax paid against Business Income Under Section 36 (1) (xv) of the Act. BENEFITS AVAILABLE TO FOREIGN INSTITUTIONAL INVESTORS (‘FII’s’): (a) Dividends exempt under section 10 (34) Under section 10 (34) of the Act. Further. Provided that investments made on or after April 1. gains arising on transfer of a long term capital asset (not being a residential house) are not chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period in a residential house. If only part of the capital gain is so reinvested. the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred.

If only part of the capital gain is so reinvested. long term capital gains arising out of sale of equity shares or units of equity oriented fund will be exempt from tax provided that the transaction of sale of such equity shares or units is chargeable to STT. • Long term capital gains @10% (plus applicable surcharge. education cess and secondary higher education cess). 2007. if the assessee transfers or converts the notified bonds into money within a period of three years from the date of their acquisition. (b) Taxability of capital gains Under section 10 (38) of the Act. the amount of capital gains exempt earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. any income of Mutual Funds registered under the Securities and Exchange Board of India Act. Also. Section 94(7) of the Act provides that losses arising from the sale/transfer of shares or units purchased within a period of three months prior to the record date and sold/transferred within three months or nine months respectively after such date. in the said bonds should not exceed Rupees fifty lakh. 1992 or regulations made there under. no deduction is allowed in respect of any expenditure incurred in relation to earning such dividend income. Provisions of the Act vis-à-vis provisions of the tax treaty As per Section 90(2) of the Act. the institution will be able to enjoy the consessional benefits of taxation on capital gains. would be exempt from income tax subject to the conditions as the Central Government may notify. Further the tax benefits related to capital gains are subjected to the CBDT Circular No. long term capital gains not exempt under section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. 4/2007 dated June 15. the mutual funds shall be liable to pay tax on distributed income to unit holders under section 115R of the Act. referred to under section 111A of the Act shall be taxed @ 15% (plus applicable surcharge. and on fulfillment of criteria laid down in the circular. However. • Short term capital gains. BENEFITS AVAILABLE TO MUTUAL FUNDS As per the provisions of section 10(23D) of the Act. • Short term capital gains. the provisions of the Act would prevail over the provisions of the relevant tax treaty to the extent they are more beneficial to the non-resident. The quantum of such expenditure liable for disallowance is to be computed in accordance with the provisions contained therein. 2007. Mutual Funds set up by public sector banks or public financial institutions or authorized by the Reserve Bank of India. in view of the provisions of Section 14A of Act. It may be noted that the benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not applicable. Provided that investments made on or after April 1. BENEFITS AVAILABLE TO VENTURE CAPITAL COMPANIES/ FUNDS As per the provisions of section 10(23FB) of the Act. will be disallowed to the extent dividend income on such shares or units is claimed as tax exempt. The income by way of short term capital gains or long term capital gains [long term capital gains not covered under section 10 (38) of the Act] realized by FII’s on sale of the shares of the Company would be taxed at the following rates as per section 115AD of the Act. such income shall be taken into account in computing the book profits under section 115JB. However.However. G. any income of Venture Capital Companies/ Funds (set up to raise funds for investment in a venture capital undertaking registered and notified in this behalf) 61 . education cess and secondary higher education cess). the exemption shall be allowed proportionately. education cess and secondary higher education cess) (without cost indexation). According to provisions of section 54EC of the Act and subject to the condition specified therein. other than those referred to under section 111A of the Act shall be taxed @ 30% (plus applicable surcharge. F. However.

50. no wealth tax will be payable on the market value of shares of the company held by the shareholder of the company. In view of the individual nature of tax consequences.000. if an individual or HUF receives any property. would be exempt from income tax. between India and the country in which the non-resident has fiscal domicile. the tax rates and the consequent taxation mentioned above will be further subject to any benefits available under the relevant Double Taxation Avoidance Agreement (DTAA). without consideration. Notes: 1. the aggregate fair market value of which exceeds Rs. if an individual or HUF receives any property. Hence. subject to the conditions specified therein. H.registered with the Securities and Exchange Board of India. However.50. 1957 Shares of the company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of Wealth Tax Act. the exemption is restricted to the Venture Capital Company and Venture Capital Fund set up to raise funds for investment in a Venture Capital Undertaking. BENEFITS AVAILABLE UNDER THE WEALTH-TAX ACT. the whole of the fair market value of such property will be considered as income in the hands of the recipient. each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the scheme. 1998. the fair market value of such property as exceeds the consideration will be considered as income in the hands of the recipient. 62 . for consideration which is less than the fair market value of the property by an amount exceeding Rs. the income distributed by the Venture Capital Companies/ Funds to its investors would be taxable in the hands of the recipients. which includes shares. Similarly. 3. 2. BENEFITS AVAILABLE UNDER THE GIFT-TAX ACT. if any. I. 1958 Gift of shares of the Company made on or after October 1. are not liable to Gift tax. which includes shares. However. which is engaged in the business as specified under section 10(23FB)(c). In respect of non-residents. However. All the above benefits are as per the current tax law and will be available only to the sole/first named holder in case the shares are held by the joint holders. 1957.000.

The Indian Economy India is the world’s largest democracy by population size and one of the fastest growing economies in the world. and does not have access to information obtained by CRISIL’s Rating Division. which may. India’s estimated population was approximately 1. In this section information relating to Residential Real Estate Development is derived from “Housing Annual Review” (July 2009) and CRISIL Research – City Real(i)ty.7%. India had an estimated GDP on a purchasing power parity basis of approximately US$3. CRISIL Research operates independently of. CRISIL does not guarantee the accuracy. liquidity has improved and capital market activity has picked up substantially across the world. although this is occurring to varying degrees across different regions. CRISIL has used due care and caution in preparing this report. Macroeconomic and Monetary Developments: First Quarter Review. with GDP growing at an average growth rate of 8. India continues to be one of the fastest growing countries in the world and is showing positive signs of recovery following the global financial downturn. This is due to the fact that economic conditions have improved more than expected. However. Overall. 2009 conducted by CRISIL. United States of America. As can be seen from the graph. 2009-10) However. India’s growth is expected to outperform advanced and developing economies. China and Japan. 63 . The graph below is a comparison between India’s expected GDP growth during calendar years 2009 and 2010. owing mainly to Government intervention. accordingly. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. (Source: CIA World Factbook) In the past.8% between fiscal 2003 to fiscal 2008. Recent data suggests that the rate of decline in economic activity is moderating. in its regular operations. but that their accuracy. completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and. investment decisions should not be based on such information. China and the world. No part of this report may be published/reproduced in any form without CRISIL’s prior written approval. Neither we nor any other person connected with the Offering have verified this information. India has experienced rapid economic growth. developing economies.SECTION IV: ABOUT THE COMPANY INDUSTRY OVERVIEW The information in this section is derived from various government publications and industry sources. all of the countries are expected to see positive growth in calendar year 2010. as a result of the global economic downturn. compared to 9. making it the fifth largest economy in the world after the European Union. as compared to advanced economies. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable.297 trillion in 2008. This high growth trajectory was impeded in fiscal 2009 with the growth rate of India’s GDP decelerating to 6. Information has been obtained by CRISIL from sources which it considers reliable. Further. despite the global economic decline in fiscal 2008. (Source: RBI.16 billion people as of July 2009. According to the CIA World Factbook.0% in fiscal 2008. obtain information of a confidential nature that is not available to CRISIL Research.

modifications in the Rent Control Act to provide greater protection to homeowners wishing to rent out their properties. such as the absence of a centralised title registry providing title guarantee.5 6. large rural consumption and employment have all helped India to sustain consumption. which will give rise to demand for housing.0 Advanced Economies World China 9. These reforms include: • the support of the Government for the repeal of the Urban Land (Ceiling and Regulation) Act (“ULCRA”).4 Jan'09-Dec'09 (E) Jan'10-Dec'10 (E) (Source: International Monetary Fund. the real estate sector in India has exhibited a trend towards greater organisation and transparency by various regulatory reforms. with all state governments having already repealed ULCRA except West Bengal. (Source: International Monetary Fund. high interest rates and transfer taxes and the lack of transparency in transaction values. rationalisation of property taxes in a numbers of states.5 Developing Economies Emerging and India 8. World Economic Outlook Update.10 GDP Growth Rate (%) 8 6 4 2 0 -2 -4 -6 0.5 -3.5 4.5 0. low export dependence. In recent years however. non-availability of bank financing. India’s growth is expected to be faster than that of both the advanced and the developing economies.1 1. World Economic Outlook Update. (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) • 64 . thereby reducing the risk of loan losses. liquidity and short-term rates.0 7.4 3. • • • The real estate industry is closely associated with the macroeconomic condition of a country or region. primarily in the form of reduced interest rates and Government intervention.8 Jan'08-Dec'08 -1.7 2. The Real Estate Sector in India Historically. Finally. which have been used to finance investment. The following factors have a significant impact on demand and supply within the industry: • Economic growth: In its latest World Economic Outlook.3 5. the real estate sector in India was unorganised and characterised by various factors that impeded organised dealing. the International Monetary Foundation has projected a positive growth for the Indian economy during calendar years 2009 and 2010. although urban consumption has slowed as a result of a recent decline in the labor market and job losses.6 7. Bihar and Jharkhand. a lack of uniformity in local laws and their application. and the proposed computerisation of land records. Similarly.8 6. has helped to maintain private demand. fiscal policy. July 2009 (Calendar Year Growth Rates)) India’s ability to recover from the global slowdown (and its own domestic liquidity crunch) has been driven by the country’s large domestic savings and corporate retained earnings. July 2009) Demographic profile: The percentage of the Indian population that is made up of the earning population (in the 20-59 age bracket) is expected to increase.

in crore) 28. The nature of demand is also changing.75 4 2 0 May-08 Jul-08 Sep-08 Dec-08 Feb-09 May-09 Jul-09 Oct-09 3.3 -66.875 2. increased globalisation and the introduction of new real estate products and services.3 -11.931 3.411 7.3 25.382 5.686 5. in crore) 26.589 5.103 8. The following table shows that the foreign investment in the housing and real estate sector was second only to the services sector during the two most recent fiscal years: 2007-08 (Rs. with heightened consumer expectations that are influenced by higher disposable incomes.792 4. easy availability of credit. 65 .989 3. It is expected that the increased FDI will help meet the demand of the commercial and residential real estate sectors. 10 8 7.25 10 yr Gsec Repo Reverse Repo (Source: Bloomberg) • Government policies: A number of RBI initiatives have helped developers to benefit from financing from banks.3 272.5 Sector Services Computer Software and Hardware Telecommunications Housing and Real Estate Construction Activities* Power Automobiles Metallurgical Industries Petroleum and Natural Gas Chemicals** (Source: Department of Industrial Policy and Promotion) * Including roads and highways ** Excluding fertilizers The trend towards greater organisation and transparency has contributed to the development of reliable indicators of value and organised investment in the real estate sector by domestic and international financial institutions and has also resulted in the greater availability of financing for real estate developments. The Government in March 2005 amended existing legislation to allow 100% FDI in the construction business.1 93. causing lowering of interest rates by banks.3 129. the key rates have been reduced by the RBI over the last year.9 30.8 13.157 1.329 11. since a large portion of new house acquisitions are financed through banks and financial institutions. It is believed that the lowering of interest rates will lead to increased new home purchases. increased credit off-take and improvement in the real estate markets.749 6.697 4.427 Change (in %) in 2008-09 6.41 (%) 6 4.727 12.• Interest rates and credit take-off: As shown in the graph below.623 5.8 44.621 8.729 920 2008-09 (Rs. Regulatory changes permitting foreign investment are expected to further increase investment in the Indian real estate sector.212 4.

At the national level.8 million units in 2009 to 1. the growth in the residential real estate market in India has been largely driven by the continuous growth in population. The rate of increase in housing stock peaked in 2008. CRISIL Research’s “Housing Annual Review” (July 2009) estimates that annual additions in units are expected to grow from 70 million units in 2008 to reach 81 million units in 2014. Demand for residential. The demand for houses is highest for Mumbai region followed by Kolkata. 66 . (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) Urban Housing Stock (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) The housing demand across ten major cities is expected to increase from 0. The substantial rise in prices and demand for IT employees attracted developers. This increase in urban housing is due to accelerated urbanisation and demand created by the IT sector during fiscal years 2003-2008. accompanied by increased demand for improved infrastructure.6% between fiscal years 2001 and 2008. There was also an increase in housing prices during this period. commercial and retail real estate is rising throughout India. Housing stock grew in India during fiscal years 2005-2008. Residential Real Estate Development According to CRISIL Research’s “Housing Annual Review” (July 2009). In addition. rise in nuclear families and easy availability of finance. growing income levels. which also led to considerably greater supply in major urban areas. migration towards urban areas. which generally corresponded with rising demand.1 million units in 2011. which has stimulated demand for land and developed real estate across our business lines. tax and other benefits applicable to special economic zones are expected to result in a new source of demand. housing stock grew at a compound annual growth rate (“CAGR”) of 2. Estimated annual additions in units in rural areas are estimated to grow from 174 million units in 2008 from 198 million units in 2014.These trends have been reinforced by the substantial recent growth in the Indian economy.

Whitefield OMR. Shamshabad. Andheri Rohini. Marudu North 24 Parganas. Mulund. Pitampura. Kandivali. Rajarhart. Demand in the Indian residential segment has consistently outpaced supply as a result of India’s favorable demographics. The growth in the sector is expected to be assisted by the rising penetration of housing finance and favourable tax incentives. Sohna Road. Highway. 2009) High development of residential activities is concentrated on outskirts of ten major cities stated below as prime areas in every city are becoming saturated. GST Road Hi-tech City. Shameerpet S. the housing shortage is expected to grow in urban areas. Manesar. Pimpri-Chinchwad Hebbal.000 350.2 million units in fiscal 2009. EM Byepass. Immediate housing shortage is caused by oversupply in the premium segment and a substantial shortage in affordable housing for mid-income and low-income households.G. City Mumbai Delhi Kochi Kolkata Chandigarh Pune Bengaluru Chennai Hyderabad Ahmedabad Growing Areas Thane. Prahlad Nagar. Dwarka.Dem and for houses across different cities 50.7 million units by the end of 2008 and further estimates the housing shortage to be 79. The housing shortage in India is estimated at 78.000 150.000 200.000 300. Total 67 . Salt Lake Mohali. Borivali. Janakpuri. meaning that supply does not cater to where the potential demand lies. New Mumbai.000 100.000 250. Chandkheda (Source: CRISIL Research – City Real(i)ty – 2009) According to CRISIL Research’s Annual Review on Housing. which has led to a housing shortage. but is expected to improve in early 2010. Hadapsar.000 400. The graph below illustrates the projected housing shortage in India over the coming years as a result of this demand supply mismatch.000 Mumbai (MMR) Kolkata Delhi (NCR) Hyderabad No of units Ahmedabad Chennai Pune Bengaluru Chandigarh Kochi 2009 2010 2011 (Source: CRISIL Research – City Real(i)ty. July 2009. Zirakpur. Panchkula Hinjeqadi. The economic slowdown has resulted in lower growth in the residential sector over the past two years. Indirapuram Kakkanad.

India has witnessed increasing urbanisation. This trend has given rise to increased need for quality housing within urban areas. July 2009. with the urban population increasing over the years as shown in the graph below. Some of the factors behind the demand supply mismatch for the sector have been highlighted below: Rapid urbanisation: Historically. such as continued urbanisation and the growing trend of nuclear families. a demographic trend towards a younger majority population in India (between the ages of 20 and 69). Urbanisation (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) 68 . an increase in urbanisation and shrinking household size.shortage is a result of more long term factors. (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) Urban Housing Shortage (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) According to CRISIL Research’s Annual Review on Housing. the macroeconomic factors supporting housing demand in India will be population growth.

India’s growing population in the earning age bracket. July 2009. has led to enhanced aspirations and a desire to own homes. Nuclear families: Indian families are gradually moving away from the concept of joint families to nuclearsingle household families. which has resulted in an increased demand for housing within the country. This. Population Growth (in billions) (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) Population – Age Demographic Trends (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) Rising disposable income and trend towards ownership: The high economic growth rate that India has experienced in recent years has led to an increase in disposable income and greater consumption. is recognised as a key driver of growth in housing demand. in turn.Growing population: According to CRISIL Research’s Annual Review on Housing. coupled with the increase in disposable income in this bracket. which will give rise to demand for housing. 69 . Growing middle class and favorable demographics: Increased demand for housing from the middle income segment is expected to be a key feature in the growth of the Indian real estate industry. India’s growing population is one of the demand drivers for segment as a majority of population in the earning age bracket (in the 20-59 age bracket) is expected to increase.

These have a significant impact on the housing budgets of individuals and provide a boost to the spending on housing facilities. Such corrections are expected in the cyclical real estate market. However. Phase II (2006-2008) was a high growth phase where high demand for residential real estate meant that prices more than doubled. Fiscal incentives are provided to the borrowers of housing loans in the form of exemptions and rebates on interest and principal repayments. with awaiting buyers returning to the market and improvements in affordability due to a decline in market value and improving loan-to-value ratios. To understand this more clearly. an increase in income levels. Phase III (2009-2010) is expected to witness a substantial slowdown in demand due to the global economic downturn. Demand for Financed Houses (Indexed) (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) Though the demand-supply scenario has remained positive for the residential segment at large. the segment has witnessed some correction in the last year. which led to a decline in affordability and tight liquidity. accompanied by the slowdown in the capital markets. demand is expected to pick up in late 2009-2010. leading to an increase in construction activity. low interest rates. rising disposable incomes. has resulted in oversupply and falling prices. The graph below shows movement in the indexed demand for financed houses. According to CRISIL Research’s Annual Review on Housing. following the global recovery after the “dot com” bust and the 9/11 terrorist attacks in New York. (Source: CRISIL Research’s “Housing Annual Review” (July 2009)) Phase I (2001-2005) was an initial growth phase with housing off-take and an increase in residential real estate prices. fiscal incentives on interest and principal payments for housing loans and heightened customer expectations were among some of the reasons for the rapid increase in demand. Housing finance: Housing finance and low interest rates have been prevalent in recent years.Fiscal incentives: Income tax incentives on housing loans are another contributing factor in boosting the growth of residential housing property. 70 . The retreat of various real estate investors. growing urbanisation and a rising trend towards nuclear families. four distinct phases can be identified in the growth profile of residential real estate between 2001-2014. interest rates have increased recently as a result of the global economic slowdown. July 2009. Nevertheless. a rapidly growing middle class and youth population. India’s growing population. these are now re-adjusting in line with the gradual recovery of the global economy. overall. This was accompanied by steady growth in Indian economic activity.

Mohali and Kolkata offer cost advantages. forced by the global economic slowdown. resulting in high absorption rates and increased rents in several micro-markets This demand was largely driven by banking. with end-user affordability reaching new lows. Commercial real estate demand is essentially driven by the performance of the economy. peripheral business districts such as Thane. Residential Market Recovery As a result of the global economic slowdown. since the beginning of 2009. developed infrastructure. it is projected that the residential real estate market will improve. an inherent talent pool and state level policies which encourage investment. locations such as Pune. These emerging destinations have succeeded in matching their human resource base with necessary skill sets. Delhi and Bengaluru have consistently been traditional business destinations and have traditionally attracted investment opportunities. Hyderabad. with an increasing amount of new launches and a healthy absorption rate. Chennai.Phase IV (2011-2014) is expected to be a consolidation phase. The main factors behind this recovery are rationalisation of prices by developers. locations such as Bengaluru. Kolkata and Pune have established themselves as emerging destinations for commercial development. These markets will continue to be focal points for specific business sectors and high value destinations for corporate headquarters. financial services and insurance companies (“BFSI”) and IT and ITES companies. two of the most prominent office space occupiers in India. developers refusing to reduce prices and sales coming to a halt. Navi Mumbai. As global recession fears subside and financing sources open up (both on the debt and the capital markets side). which are competing with traditional business destinations such as Mumbai and Delhi. However. IT and ITES companies have recently had to curtail their expansion. the situation has improved. Chandigarh. competitive business environments. with demand. The graphs below illustrate the projected demand for office space between 2009-2013 in the pan-India commercial sector and across India’s seven major cities: 71 . easing credit markets and improving economic conditions. supply and prices gradually increasing in line with the improvement in the economic environment. Chennai. Gurgaon and Noida have emerged as cost effective alternatives for large commercial developments. the residential markets experienced a turbulent time in the second half of 2008. However. Additionally. infrastructure developments. Hyderabad. cost efficiencies and improved infrastructure. Gurgaon. Commercial Development Commercial locations in India Over the past five years. supportive city governments and fewer restraints on the supply of real estate. Growth in these emerging destinations is predominantly led by the expansion and consolidation plans of corporations in the IT and ITES sectors. The current relative position of the urban growth centers in India can be summarised as follows: • metropolitan locations such as Mumbai. • Commercial space The unprecedented growth in the industry and services sectors (particularly in the IT and ITES sectors) in India during 2005-2008 led to a huge demand for office space across cities.

well-developed infrastructure. Cumulative demand among the Tier I cities of Mumbai. Hyderabad and Kolkata constitute the “emerging destinations” group. real estate supply constraints and socio-political risks are the potential impediments in sustaining a high rate of growth. This highlights the growing prominence of Tier II cities in India. However. September 2009) The pan-India demand for office space is currently estimated to be 196 million square feet by 2013.(Source: Cushman & Wakefield Report: Survival to revival. there is growing interest in these Tier 72 . of approximately 28% during the period between 2009-2013. Destinations in Transition: Locations falling under this category are those that offer a large captive human resource potential. September 2009) Nevertheless. limited real estate supply constraints and city governance are their key offerings. with the seven major Indian cities accounting for approximately 80% of the total demand. The cities that fall under each of these classifications are discussed as under: Mature Destinations: Locations like Mumbai and Delhi with their metropolitan character have been traditional business destinations and have a favorable track record in attracting investments. Indian Realty Sector on the path to recovery. September 2009). the NCR and Bengaluru will account for 42% of the total demand. Bengaluru is projected to have the highest cumulative demand of 34 million square feet between 2009-2013. the locations of Bengaluru and Chennai fall under this category. Though the number of large occupiers in these locations is yet to reach optimum. However. However. (Source: Cushman & Wakefield Report: Survival to revival. Emerging Destinations: Pune. owing to renewed interest from the corporate sector following the global economic crisis. various locations in India can be classified as (i) mature destinations (ii) destinations in transition (iii) emerging destinations and (iv) tier III cities. factors such as increasing operating costs. Commercial real estate growth in these locations is expected to be rangebound and focused mostly around the suburbs and peripheral locations in the coming years. (Source: Cushman & Wakefield Report: Survival to revival. these locations feature predominantly on the investment map. infrastructure bottlenecks form the main hurdles in their growth path. Competitive positioning of growth centres in India Based on the current and expected growth potential. Cost advantages. Indian Realty Sector on the path to recovery. With the availability of the requisite talent pool coupled with low cost real estate. with Mumbai and the NCR accounting for 24 and 25 million square feet of office space between 2009-2013 respectively. Accordingly. Tier III Cities: The locations that would fall under this category include Ahmedabad and Kochi. Hyderabad. Growth of these locations is predominantly led by expansion and consolidation plans of corporates in the IT and ITES industries. Indian Realty Sector on the path to recovery. established commercial centers are expected to remain slower in growth than their Tier II counterparts. availability of quality real estate and operating cost advantages. Kolkata and Pune are expected to witness the highest compounded annual growth. These are the locations that are best positioned to attract investment in the coming years.

As the revenues from sale of units are predetermined. bricks. The factors that influence a customer’s choice in property are not restricted to quality alone. these markets are likely to see significant real estate growth. steel. sand. Demand for housing units is also influenced by policy decisions relating to housing incentives. housing. gravel and paints. Tax incentives The existing tax incentives available for housing loans are one of the major factors influencing demand. difficulties with respect to large scale land acquisition in unfamiliar locations. the final amount of revenue from a project is pre-determined and the realisation of this revenue is scattered across the period of construction. built-up infrastructure and construction-development projects (the “Real 73 . but also depend on a number of external factors. and the long gestation period of projects. who account for a majority of the housing units constructed. inadequate infrastructure to market projects in new locations. A significant challenge that real estate developers face is dealing with increasing costs for raw materials. Majority of the market in the unorganised segment The Indian real estate sector is highly fragmented with many small builders and contractors. Challenges Facing the Indian Real Estate Sector Lack of national reach of existing real estate development companies There are currently very few real estate development companies in India who can claim to have operations throughout the country. the large number of approvals which must be obtained from different authorities at various stages of construction under local laws. including proximity to urban areas. adverse changes in the price of any raw material directly affect developers’ results. Demand dependent on many factors Real estate developers face challenges in generating adequate demand for many projects. In other words. Most real estate developers in India are regionally based and active in areas where the conditions are most familiar to them. As a result. This is due to factors as: • • • • • the differing tastes of customers in different regions. roads and water supply. Increasing raw material prices Construction activities are often funded by the client. The real estate sector is dependent on a number of components such as cement. who seek to expand their operations into these previously untapped locations. wood.III cities from the technology sector players. Government Initiatives In The Indian Real Estate Sector The Government has introduced many progressive reform measures to unlock the potential of the real estate sector and to meet increasing levels of demand. who makes cash advances at different stages of construction. each of which is often beyond the developer’s control. The Government has permitted FDI of up to 100% under the automatic route in townships. Interest rates One of the main drivers of the growth in demand for housing is the availability of finance at low rates of interest. there is a less transparency in dealings or sharing of data between players. Over the next three to five years. and facilities and infrastructure such as schools.

the investment is not permitted to be repatriated before three years from completion of minimum capitalisation except with prior approval from FIPB.Estate Sector”). (b) Minimum capitalisation of US$10 million for wholly owned subsidiary and US$5 million for a joint venture has been specified and it is required to be brought in within six months of commencement of business of the company. regulations and bye-laws of state government. (d) At least 50% of the project is required to be developed within five years of obtaining all statutory clearances and the responsibility for obtaining it is cast on the foreign investor. the Government has recently announced an economic stimulus package in light of the impact of the global slowdown on the Indian real estate sector. Further. the sale of undeveloped plots is prohibited. Where the development is a combination project. Compliance with rules. subject to certain conditions contained in Press Note No.000 square metres in case of construction development projects.000 square metres. 74 . municipal and local body has been mandated and the investor is given the responsibility for obtaining all necessary approvals. 2 (2005 series) (“Press Note 2 of 2005”). In addition to the above measures. Public sector banks and private sector banks have announced packages for home loan borrowers in various categories. the minimum area can be either 10 hectares or 50. (c) Further. A short summary of the conditions is as follows: (a) Minimum area to be developed is 10 hectares in case of serviced housing plots and 50.

2007. including car parking.21 million sq. Our township portfolio includes integrated townships consisting of residential and commercial developments. As of October 15. of Developable Area and 50. aggregating approximately 5. residential activities and other income operations was Rs. 2009. The table below provides our Land Reserves and estimated Developable Area and Saleable Area by cities as of October 15. Godrej Industries Limited is the listed flagship company of the Godrej group of companies. 595. and “forthcoming projects”. 2009: 75 . which are projects for which (i) land has been acquired or a memorandum of understanding or development agreement has been executed. We undertake our projects through our in-house team of professionals and by partnering with companies with domestic and international operations (See our Operation Methodology flow chart on page 98 of this Draft Red Herring Prospectus). Rs. and (iii) internal project development plans are complete (“Forthcoming Projects”). We initially concentrated our operations in the Mumbai Metropolitan region and later expanded to include other cities such as Pune. is often referred to in India as “super built-up” area.OUR BUSINESS Overview We are one of the leading real estate development companies in India (Source: Construction World – “India’s Top 10 Builders”) and are based in Mumbai. other than car parking space. Currently. respectively. IT parks catering to the requirements of IT/ITES companies and retail space. if necessary. The Godrej group of companies includes Godrej & Boyce Manufacturing Company Limited and is one of the leading conglomerates in India. We entered into our first project in 1991. our total revenue contribution from operation of our commercial activities.74 million sq. which are projects for which approval to begin construction has been granted by the relevant authority (“Ongoing Projects”). The Godrej group was awarded the “Corporate Citizen of the Year” award by the Economic Times in 2003 and the Godrej brand was selected as the fourth best brand in India in The Week magazine’s ‘Mood of the Nation @ 60’ survey published on August 19. Kolkata. of Saleable Area. Our Land Reserves may be broadly classified into land to be developed by us as “ongoing projects”.26% of our equity share capital.23 acres which are in the process of being aggregated. Chandigarh. The aforesaid Land Reserves include 64. We are a fully integrated real estate development company involved in all activities associated with the development of residential and commercial real estate. our business focuses on residential. We currently have real estate development projects in 10 cities in India. currently holds 80. aggregating to approximately 82. (ii) conversion from agricultural land has been completed. “Developable Area” refers to the total area which we develop in each project. Maharashtra. ft. of Developable Area. Bengaluru. “Saleable Area” refers to the part of the Developable Area relating to our economic interest in such property. In our commercial portfolio. 1. we have completed a total of 23 projects comprising 16 residential and seven commercial projects. we build office space catering to blue-chip Indian and international companies. and includes carpet area. which are at various stages of development. Our residential portfolio consists of various types of accommodation of varying sizes. Mangalore. Godrej Industries Limited.13 million sq. or an application for change in status to nonagricultural/commercial/residential use has been submitted. Hyderabad. Chennai and Kochi. common area. or is in the process of being submitted to the relevant authority. as well as other open area. Such area.11 million. Our parent company. During the fiscal year 2009. which includes our Ongoing Projects and Forthcoming Projects. Ahmedabad. 230. service and storage area.676.04 acres.58 million. commercial and township developments.85 million and Rs. ft. ft. Our total Land Reserves currently stand at 391.

We pay an advance amount to the party acquiring the land parcel(s) to assist in entering into the required agreements to document the acquisition.72 34.23 million for the fiscal year 2007. ft. 2009. Our consolidated total income was Rs.46 16.502. Rs. The details of these memoranda of understanding are as follows: Group Company Godrej & Boyce Manufacturing Company Limited Godrej Agrovet Limited Godrej & Boyce Manufacturing Company Limited TOTAL City Mohali (Chandigarh) Bengaluru Hyderabad Acreage 75 100 10 185 We use the “joint development model” for developing properties.54 million for the fiscal year 2009 and Rs.61 27.43 0.26 50.60 0.52 3.76 2.0 4. This land does not form a part of our Land Reserves and the memoranda of understanding do not constitute definitive agreements for the development of these lands.23 21. for developing land owned by them in various regions across the country. 750. Our Strengths We believe that the following are our principal strengths: Established brand name 76 . 2.83 40.85 26.32 2. as compensation. 175.73 million for the period ended June 30. as compared to Rs.91 million for the fiscal year 2009 and Rs.) 3.51 1. Our consolidated profit after tax and minority interest was Rs. 2.62 million for the fiscal year 2007.53 223.86 2. ft.79 million for the period ended June 30.16 8. the land parcel(s). Rs.84 15.275.04 * Area refers to the share of the Company only. 2009. the land owner is paid an advance amount at the time of executing the development agreement.68 2.372. to a share in the developed property or a share of the revenues or profits generated from the sale of the developed property.82 9.26 1.) 2. 756.23 82.31 1. 288.City Mumbai Pune Bengaluru Kolkata Hyderabad Mangalore Ahmedabad Chandigarh Kochi Chennai TOTAL Estimated Developable Area (in million sq.74 Estimated Saleable Area (in million sq. as compared to Rs. The development agreement generally states that the land owner(s) is entitled.93 9.60 0.21 Acreage* 38. the subject of the acquisition as “aggregated land” and the entire process until the execution of the development agreement or such other document with the aggregator as “aggregation”. 1. Typically. which entails entering into a development agreement with the owner(s) of the land parcel(s) sought to be developed.33 1.51 6. 29.38 0.18 million for the fiscal year 2008.75 391. In certain instances.69 12. In addition.09 million for the fiscal year 2008. we execute a memorandum of understanding with a party who has negotiated the acquisition of the land parcel(s) with the land owner(s) and is in the process of acquiring such land parcel(s). The party acquiring the land parcel(s) as described above is generally referred to as an “aggregator”. or a combination of all or two of the above entitlements after adjusting the advance amount paid earlier. we have entered into memoranda of understanding with certain members of the Godrej group of companies.

We also use IT software and systems to improve productivity and monitor our projects and sales. Pune. project management consultants. India. contractors and suppliers. ft. In the real estate industry. of Saleable Area.04 acres aggregating approximately 82. campaigns and customer complaints. We believe that the Godrej brand name and the reputation associated with it contribute in attracting potential joint development partners as well as our existing partners. business partners. For example. we enter into development agreements with land owners to acquire development rights to their land in exchange for a pre-determined portion of revenues. These include land parcels which we own directly. in partnership with the Economic Times. which is one of the leading conglomerates in India. We are thereby able to limit our risk through project diversification while maintaining significant management control over our projects. project conceptualisation and marketing. 2009. We also associate with other third party architects. ft.We are a part of the Godrej group of companies. In 2008. reporting formats and portfolio management features. improve productivity and reduce costs. we have recently completed implementation of SalesForce CRM for two of our projects. to ensure the effective control and monitoring of our projects by our core management team. a CCPM specialised software. dealing with uncertainties and ensuring our commitments are met. We work with service providers which enable us to access third party design. We believe we have carried forward this brand name and reputation for quality to the real estate market in our locations of operation. 2008 and 2009 by Construction World and “India’s Best Companies to Work For” (first in construction and real estate) in 2009 by Great Places to Work. contractors and international property consultants. We expect that this software will help to increase our rate of lead conversion. Execution methodology We focus on the overall management of our projects. 77 . and land parcels over which we have development rights through agreements or memoranda of understanding. 2007. The Godrej group was awarded the “Corporate Citizen of the Year” award by the Economic Times in 2003 and the Godrej brand was selected as the fourth best brand in India in The Week magazine’s ‘Mood of the Nation @ 60’ survey published on August 19. we received the Corporate Governance of the Year award by Accommodation Times. we believe that CCPM builds reliability in the timely completion of our projects. we use “Concerto”. located in or near prominent and growing cities across India. It aids in reducing losses of time and capacity. Bengaluru and Ahmedabad. We have also completed the implementation of SAP enterprise resource planning system to streamline operations. we have Land Reserves comprising 391.74 million sq. Transparency and efficiency in operations have helped us in developing long-term relationships with our customers as well as investors in the real estate market. To facilitate CCPM. profits or developable area generated from the projects. of Developable Area and 50. Business development model Along with selective acquisition of land parcels in strategic locations. including being featured among “India’s Top 10 Builders” in 2006. Concerto software allows multi-site communications and provides critical chain scheduling features. This business model enables us to undertake more projects without having to invest large amounts of money towards purchasing land. including land acquisition. track campaign interest and customer interactions. We have received many business awards and recognition. project management and construction expertise. customer communication. delays and budget overruns are frequent. the diversified businesses in which the Godrej group operates and the trust we believe it has developed over 112 years of operations. such as Mumbai. 2007.21 million sq. where uncertainties. Finally. we use critical chain project management or “CCPM” methodology to manage our projects. which captures and tracks lead data. Land Reserves in strategic locations As of October 15. We believe the “Godrej” brand is instantly recognisable amongst the populace in India due to its long presence in the Indian market.

our association with the Godrej group helps us leverage group resources. which reduces our debt 78 . We enter into revenue. Our Board includes a combination of executive as well as independent members who bring us significant business experience. We intend to leverage the brand equity that we enjoy as a result of our relationship with the Godrej group of companies to expand our business. As of October 15. in which Godrej Properties was identified. Qualified and skilled employee base and human resource practices We believe that a motivated and empowered employee base is the key to our competitive advantage. which is actively involved in promoting the green building concept in India with a vision to serve as a single point solutions provider and facilitator for green building activities in India. In addition. Our Business Strategies The following are the key elements of our business strategy: Enhance and leverage the Godrej brand and the group resources One of our key strengths is our affiliation and relationship with the Godrej group and the strong brand equity generated from the “Godrej” brand name. including land sourcing. We believe that the strength of the Godrej brand and its association with trust. Various processes such as performance improvement. process partners. including corporate governance best practices. an exciting work culture. we have engaged Brand Finance India. investors and lenders. furniture and aerospace divisions. quality and reliability help us in many aspects of our business. For example. 2009 many of our projects have been or are being executed on a joint development basis (Please refer Annexure V on page 80 of this Draft Red Herring Prospectus). an independent brand valuation and strategy firm. a London-based brand consultant. We believe that our customers and vendors perceive the Godrej brand to be that of a trusted provider of quality products and services. e-MBA. We are one of the few property development companies in India to provide its customers with an online interactive portal allowing customers to access critical information regarding their property including accounts and progress of project development. The Godrej Organization for Learning and Development. “Young Executive Board” and “Think Tank” are our key internal human resource initiatives for the development of talent. empowerment and competitive compensation. we are a founding member of the Indian Green Building Council. as one of the “hero” businesses of the group. Our employee value proposition is based on a strong focus on employee development. Continue to utilize effective development model to optimize resources We intend to continue to develop most of our projects through joint development agreements with land owners. instead of outright purchase of the land.Emphasis on innovation We consider innovation to be a key success factor in the property development business. formulating business associations and building relationships with our customers. We believe we were one of the early developers in India to extensively implement the joint development model with land owners for real estate development and that we were one of the first companies to implement Stern Stewart’s Economic Value Added concept of measuring financial performance in the real estate business in India. talent management and competency management are supported online by a Peoplesoft® Human Resource Management System customised for us. along with the personal grooming. expanding to new cities and markets. profit or area sharing agreements with the land owners. Our key managerial personnel are qualified professionals many of who have spent a number of years in various functions of real estate development. we were actively involved in a group-wide branding initiative that was conducted by Interbrand. To further this strategy. We believe that the skills and diversity of our employees gives us the flexibility to adapt to the future needs of our business. to conduct a branded business valuation exercise to measure the economic value added by the Godrej brand to our business and to demonstrate how the Godrej brand can be used to attract future joint ventures and partners in order to build our pipeline of projects. We also undertake regular satisfaction surveys to measure the satisfaction level of our customers as well as joint venture partners. service providers. In addition.

exposure and corresponding risk. Selective outsourcing of the development process enables us to undertake more projects and source best-in-class development partners. One Canada Square at Canary Wharf in London and the International Finance Center in Hong Kong. while optimally utilising our resources. and we intend to commission them for designing the first commercial building within the development. See “– Strengths – Execution methodology” above for details on CCPM. or lands from which our Company can derive economic benefits through a documented framework or lands in relation to which our Company has executed a development agreement or MOU to enter into a joint development agreement or an agreement to sell. 3. our Land Reserves aggregate approximately 391. We recognise the importance of delivering quality projects on a timely basis. Pune. This model has been beneficial for us in economic downturns and has provided stability to our business. We intend to increase the scale of our business while staying focused on quality. 2. For example. We recognise that continuing to build on our land reserves in our existing markets is critical to our growth strategy. who have worked on prestigious projects around the world. 79 . We have either acquired or are in the process of acquiring development rights in Mumbai. we have commissioned Atelier Ten. we have commissioned Pelli Clarke Pelli Architects. 2009. we have entered into a memorandum of understanding with Larsen & Toubro Limited for its appointment as a contractor for the development of some of our future projects.49 million. As of October 15.911. the Ahmedabad township project has been chosen as one among sixteen projects around the world by the Clinton Climate Initiative to work towards being climate positive.04 acres for which we have made certain payments aggregating approximately Rs. We have also implemented Sales Force Customer Relationship Management (CRM) system for managing leads and tracking customer interactions. Our Land Reserves Our Land Reserves are lands to which our Company has title. Kochi. Kolkata. Focus on execution We intend to continue to scale up the size of our operations and our project teams. Maintain our presence in metros and upcoming growth centers We currently have a presence in 10 cities across India. commercial and integrated township projects. architecture and construction to the best possible partners. All our projects are currently operational on SAP. Bengaluru. to guide us in achieving environmentally responsible design that will result in reduced operating costs for the Vikhroli development. We have implemented several initiatives and processes to enhance our execution capabilities by engaging Goldratt Consulting in implementing their “Theory of Constraints” with CCPM.926. Focus on sustainable development We intend to bring sustainable design to all of our projects. We believe that the economic growth in these cities will result in increased demand for residential housing. Chennai. We also use Information Technology (IT) to support our execution capabilities. For example. Ahmedabad. Chandigarh and Mangalore for residential. For example.75 million and are further required to make an additional payment of approximately Rs. In addition. such as the Petronas Towers in Kuala Lumpur. as well as retail and commercial spaces. In cases where we own a percentage interest in the development. We intend to continue to outsource activities such as design. Hyderabad. a well regarded sustainability consulting firm. Reduced operating costs are particularly important for the Vikhroli development because we intend to hold the commercial space. We intend to maintain our presence in metropolitan cities and other high growth cities across the country. we may selectively and opportunistically decide to sell our interest in such property where we perceive significant revenues from such transactions may be recognized. to master plan and design our Vikhroli development.

Of the said lands we expect to develop approximately 0.90 (v) 5.14 75.47 82.1 Land owned by the Company By Itself: Our Company by itself owns 3.59 1. 2009: S.75 62.57 3.33 (B) (C) * 331.28 1. Ahmedabad.82 3.Our Land Reserves are located in and around Mumbai. Pune.69 - 9. ft. Chandigarh. Bengaluru.07 59. By the Company directly 2. ft.32 15.48 - 0. The following is a summary of our Land Reserves as of October 15.12 - 9.00 38. of which: 1.97 - 0.34 1.60 - 9.23 302. Land subject to government allocation 2. Land subject to private acquisition Sub-total (i)+(ii)+(iii): Joint developments with partners Land for which joint development agreements have been entered into by: 1. Through entities other than (1) and (2) above Proportionate interest in lands owned indirectly by the Company through joint ventures Sub-total (iv)+(v): Total (i)+(ii)+(iii)+(iv)+(v): 3.10 11.60 - 19.00 69.77 100. No.54 4. million) % of Developable Area Estimated Saleable Area (sq. By itself 2.67 3.15 391. Mangalore. Through entities other than (1) and (2) above Land over which the Company has sole development rights 1.10 13.55 50.78 3.83 77.82% of the total Land Reserves. S.60 2.43 6.29 70.ft.88 2.20 23.19 acres of land constituting 0. Kochi and Chennai.74 83.05 0.57 21.68 - 0.01 35.62 - 0.88 2.69 100. Directly by the Company 2.28 3.31 0. Through the Subsidiaries 3.34 3.34 - 34.58 5. Through entities other than (1) and (2) above Memorandum of Understanding/ Agreements to acquire/ letters of acceptance and/ or its group companies are parties. million) % of Saleable Area (i) (ii) (iii) (A) (iv) Land Owned by the Company 1.21 76.28 0.95 100.00 The figures represent the Company’s proportionate interest in the lands (i) (i). constituting approximately 0.00 - 8.No Land Reserves (Category wise) Acreage (in acres)* % of total acreage Estimated Developable Area (sq.29 - 0.37 1.13 16.34% of the total Developable Area.19 13. City Location Amount paid as on Amount payable as Economic ownership of Area (In acres) 80 . Kolkata.66 0. Hyderabad. Through its Subsidiaries 3.60 - 11.04 84. Through its Subsidiaries 3.28 million sq.

For details refer to page 121 in the section titled “History and Corporate Structure . constituting approximately 3.29 million sq. our Company has entered into a deed of conveyance dated April 8. 2009 between our Company. Kolkata Happy Highrises Limited 51% 13.48% of the total Land Reserves our wholly owned subsidiary.00 Amount payable as on October 15. Taluka Kalyan. District Thane. 3. (i). 2009 (In Rupees Million) 65. Godrej Real Estate Private Limited. Subsequently. 2004 with Mr. The investor shall on subscription of the shares hold 49% of the issued and paid up equity share capital of Happy Highrises Limited and our Company shall hold 51% of the issued and paid up equity share capital of Happy Highrises Limited. Kalyan.2 Through its Subsidiaries: Our Company owns 13.000.19 acres located at Village Barave. 2009 (In Rupees Million) 610. Milestone Real Estate Fund (“Investor”) and Happy Highrises Limited wherein our Company as agreed to sell to the Investor 99. Dalvi has paid the owners of the said land a sum of Rs.1 Lands over which the Company has the sole development rights Directly by the Company: Our Company does not hold sole development rights over any land by itself.00 on October 15. A share purchase and subscription agreement (“Subscription Agreement”) was entered into on August 31. Of the said lands we expect to develop approximately 3. 2009 (In Rupees Million Nil Economic ownership of our Company (Percentage) Area (In acres) 1.00 acres of land located in and around Hyderabad.528 equity shares of Happy Highrises for a consideration of Rs.Share Purchase and Subscription Agreement between Milestone Real Estate Fund.2 Through its Subsidiaries: We hold sole development rights through our subsidiary. 2009 (In Rupees Million Nil our Company (Percentage) 100% 3.69% 81 . aggregating to approximately 34.000. Our Company now holds the land directly by itself. District Thane.45 million and the Company has paid Mr. Shirish Madhukar Dalvi for the said land admeasuring 3. City Subsidiary holding the lands Amount paid as on October 15.19 acres located at Village Barave. our Company and Happy Highrises Limited” of this Draft Red Herring Prospectus.3 Through entities other than (i). constituting 8.2 above: Our Company does not hold land through entities other than (i).62 (i).62 acres constituting 3. Mumbai Village Barave. Mr. Happy Highrises Limited.1 and (i). (ii) (ii).Share Purchase Agreement in respect of Happy Highrises Limited” and page 124 in the section titled “History and Corporate Structure . In terms of the deed of conveyance. 65 million. (ii). 861. ft.2 above. The said land was proposed to be developed by our Company in accordance with the terms of the joint venture agreement. S.19 Deed of conveyance with Mirkute family members and Shirish Madhukar Dalvi Our Company had entered into a joint venture agreement dated May 5. Dalvi a sum of Rs. Taluka Kalyan. District Thane October 15. 2009 with members of the Mirkute family and Mr. No.97% of the total Developable Area. for development of land admeasuring 3.1.1 and (i). Shirish Madhukar Dalvi.

of the total Land Reserves. Godrej Real Estate Private Limited. of which: Land subject to government allocation: None of our lands are subject to government allocation. Hyderabad November 1.3 Through entities other than (ii).1 (iii). constituting 11. Our Company has paid Rallis India Limited a sum of Rs. Rallis India Limited shall not be entitled to any share in the revenue/profits of the said property in future and only Godrej Real Estate Private Limited shall be entitled to the entire revenue/profits earned from the sale or transfer of any part or portion of constructed property to the proposed purchasers or third parties.1 and (ii). (ii). (iii). has entered into a development agreement dated November 1.No. 2009 (In Rupees million) 570. Hyderabad..00 Amount Paid as of October 15.2 above.e. ‘Lands over which the Company has the sole development rights’ are as follows: S.60% of the total Developable Area. Development Agreement dated November 1. 2009 (In Rupees million) 570. Hyderabad 34. 2009. which shall be solely supervised and handled by Godrej Real Estate Private Limited. Medak District. As per the terms of the agreement. Medak District.00 1. Sanga Reddy Taluk. for development of land admeasuring 34 acres as an IT Park located at Patancheru Village and Mandal. 2007 Patancheru Village and Mandal. we have paid a sum of Rs. ft. Medak District. Sanga Reddy Taluk. 570 million as one time lumpsum consideration.00 million towards the development rights to this land. 2007 Godrej Real Estate Private Limited. Rallis India Limited shall not interfere with the construction activity/work. The material agreements in this category i.00 Amount payable (In Rupees) Nil Area (In acres) 1. Patancheru Village and Mandal. The following land forms part of this category: S.2 above: Our Company does not hold any development rights through any entity other than (ii).No Development Rights arising pursuant to Location Amount paid as of October 15.60 million sq. 2007 with Rallis India Limited where our Company is also a confirming party. Rallis India Limited and our Company (iii) Memorandum of Understanding/ Agreements to Acquire/ Letters of Acceptance to which Company and/or its Subsidiaries and/or its group companies are parties. Sanga Reddy Taluk.1 and (ii). As of October 15. Location of Land Date of Agreement Parties to the Agreement Agreement Value (In Rupees million) 570.2 Land subject to private acquisition: 82 . 570. Of the said land we plan to develop approximately 9. Further.00 Development Agreement with Rallis India Limited Our Subsidiary. The materiality of the agreements in relation to land has been considered on the basis of 10% or more of the aggregate agreement value of lands under each category.

are held under this category.34% of the total Land Reserves. As of October 15. Bengaluru. located in and around Mumbai.13% of the total Developable Area. ft. Kochi.00 Amount payable (In Rupees) 593. The details of the joint development agreements. Dalvi in terms of which it is agreed that in the event our Company is able to develop the entire area of the land under the agreement for services. In accordance with the agreement. 2008 with Mr. constituting approximately 0. Pune and Chennai. Our Company shall enter into a share call option agreement to sell and transfer all shares of the new company to be incorporate under this agreement. District Thane 9.10 million sq. our Company has entered into an agreement for service charges dated April 8. Taluka Kalyan. ft. Mangalore.07 Agreement for services with Mr. Dalvi shall be entitled to 5% of the gross revenue on sale of the developed saleable area / units / premises on the said land or to 5% of our Company’s revenue on lease or leave and license of the developed saleable area/units/premises on the said land. Mr Dalvi has obtained and provided to our Company registered agreements for sale / development agreements and powers of attorney in respect of an aggregate area admeasuring approximately 9. Taluka Kalyan. the percentage accruing to us under these agreements and the amounts paid and payable under these agreements. 83 . District Thane. the name of the land owner. The terms of these joint development agreements/ memorandum of understandings do not convey any title in the land with respect to which the joint development agreement/memorandum of understanding is being executed. S. it is proposed that a private limited company shall be incorporated for the purpose of acquiring the remaining portions of the total land under the agreement. As of the date of this Draft Red Herring Prospectus.Our Company holds approximately 9.00 million towards this land. we have paid a sum of Rs. 65.No Development Rights arising pursuant to Location Amount paid as of October 15. Further Mr.54 million sq. See Risk Factor titled “We are required to make certain payments when we enter into joint development agreements which may not be recoverable” on page xxvii of this Draft Red Herring Prospectus.24 Area (In acres) 1. Further. (iv). are specified in the table below. Approximately 302. Mr.32% of the total Land Reserves under this category. Agreement for services dated November 20. Dalvi shall provide an indenture of pledge under which his entire shareholding along with the shareholding of other shareholders shall be pledged in favour of our Company. Shirish Madhukar Dalvi Our Company has entered into an agreement for services dated November 20. (iv). 2008 Village Kolivli and Umbarde.1 Land under which joint development agreements have been entered into: By the Company directly: The Company has entered into joint development agreements/memorandum of understandings directly with land owners who grant us permission to develop and sell our portion of the developed plot in one or several parts. Shirish Madhukar Dalvi in terms of which Mr.55 acres out of the total area of 160 acres. Chandigarh. Under these joint development agreements/ memorandum of understandings we are required to pay a refundable/non refundable deposit to the owner of the land. 2009 with Mr. 2009 (In Rupees million) 65.43 acres. Ahmedabad.07 acres constituting 2. Dalvi shall acquire various contiguous parcels of land admeasuring approximately 160 acres located at village Kolivli and Umbarde. 2009. constituting 77. Of the said land we expect to develop approximately 0. Of the said lands we plan to develop approximately 62.

2007 200. other land owners and our Company TCM Limited and our Company 250. Bengaluru Nagarur Village. M/s Zara Infrastructure Private Limited. District Thane Village Chitalsar. 1991 Nil Nil 42. Dasanapura Hobli December 18.S. Mr.002 Nil 73.5 2. 2009 (In Rupees million) Nil Amount payable (In Rupees million)1 Economic ownership of our Company (Percentage) Area (In acres)* Nil 75 1.53 9. Mumbai Village Barave. Chandigarh November 15.00 Nil 30 0. February 15. Veerbala Reddy and our Company Simplex Mills Company Limited and our Company M/s.54 4. Byculla. B. Kanayannur. Industrial Area. Dharendra Verma.16 8. M. 70.5 4.00 Nil 45. Deepak Verma. 2008 196. Mrs. Kaushalya Devi Verma. Farookh and our Company Amount paid as of October 15.32 5. Kochi Trikkakara North Village. Shirish Madhukar Dalvi and our Company Mr. Padavu Village Industrial Plot No.35 70 15.62 3. Mr. Fardeen Khan and 3. Mumbai Keshavrao Khadye Marg. Bengaluru Chikkabidara kallu Village. 2. 137. Kurla June 1999 17. Nil Nil 79 7. September 24. Manpade Taluka. Bengaluru Hebbal Village.No City Location Date of the Agreement/ MoU Parties 1.84 10. Kalyan. Mr.75 3. January 2004 22. Kasaba Hobli. Phase-I.50 Nil 50 6. Silver Developers and our Company Amco Batteries Limited and our Company 1. Our Company Esskay Properties and Investments Limited and our Company Mr.16 84 . Feroz Khan. Nil Nil 25 0. Ms. Chandigarh February 2008 4. Mangalore Dakshina Kannada District.00 Nil 78 7. Mumbai Chunabhatty. Mumbai May 3.13 6. 2004 20. Mr. District Thane August 2000 22.49 7.50 1. 2007 175. Dasanapura Hobli April 2007 20.20 2.

Our Company has entered into four memoranda of understanding all dated May 3. mt.No City Location Date of the Agreement/ MoU Parties Amount paid as of October 15. Further. Dalvi in the ratio of 75:25.25 TOTAL 2. 25. Sarang Kale. Our Company has entered into a joint venture agreement dated August 22. Ahmedabad Jagatpur.94 14. K. 2008 Addison & Company Limited and our Company 80. Shirish Madhukar Dalvi. Mr.43 The figures represent the Company’s proportionate interest in the lands.00 510.) – 63. 85 . ft. District Thane.00 Nil 59 0. Thiruvallur District Hebbal village. Deepak Verma. Kaushalya Devi Verma. Chennai Chembaramba kkam Village. 2009 30. District Ahmedabad – 2 (Wadaj) April 2008 15. 1991 with Mr. Sanjay Dattatreya Kakade.00 Nil 70 8. Taluka Dascroi. in the event of inadequate gross sale proceeds or net surplus or if there is a net deficit our Company shall pay a sum of Rs. Shree Siddhi Infrabuild Private Limited and our Company 1.333.710 sq. registration charges and brokerage on these agreements/MoUs. ft.430 1.529.820. Syama Raju and our Company Mr. Poonamallee Taluk. Bengaluru March 2009 28.00 10 22.25 2. Taluka Kalyan.00 Residential (1 million sq. therefore the amount payable cannot be determined as of now. located at Village Chitalsar. The amounts mentioned in the column above represents only the amount payable as per the agreement/MoUs which are refundable/adjustable against the proportionate share of the respective parties as mentioned in the details of each agreement mentioned below. Pune September 25. Mrs.75 223. Kasaba Hobli. Bengaluru North Taluk Village Bhugaon. 5. 1 As the agreements/MoUs are on a revenue/profit/area sharing basis. Ms. Dalvi as a guaranteed minimum sum. 2009 (In Rupees million) Amount payable (In Rupees million)1 Economic ownership of our Company (Percentage) Area (In acres)* Ernakulam 11. for development of land located at Village Barave.6% Remaining portion of land – 67. 2 An amount of Rs. Veerbala Reddy. Lucifer Engineering (P) Limited and our Company 10. 2000 with Mr.S.51 13. * Details of the agreements/MoUs of each project (in addition to the above table) are as mentioned below: 1. Pune February 22. Mr.35 302.) – 75% Commercial (1 million sq. Mr. the net surplus arrived at after deducting the costs from gross sale proceeds received from the project will be distributed between our Company and Mr. the owners of land admeasuring approximately 87. The same does not include any stamp duty.00 million is non-refundable. Dharendra Verma. 2. Kakade Estate Developers Private Limited. Manpade Taluka.6% 12. As per the terms of the agreement.5 million to Mr.

1 acres located at Hebbal Village. Our Company has entered into a joint development agreement dated April 20. in consideration of our Company developing the property and marketing and disposing off the owner’s share in the property. Dasanapura Hobli.80 sq. as per the terms of the agreement the gross sale proceeds received from the project will be distributed between our Company and Esskay Properties and Investments Limited in the ratio of 78:22. Out of the larger property. 1884 was executed by and between the owner and the Collector of Mumbai. 2004 with the Simplex Mills Company Limited. Under the terms of the agreement. UdhayGK is entitled to balance 21% of the undivided share. Our Company has entered into a memorandum of understanding dated June 17. The property has been converted from agricultural use to health club and commercial use by order No.18 sq. Our Company has entered into a joint development agreement dated December 18. In terms of an agreement for sale dated March 7. As per the terms of this agreement. as the owner of land. Sant Gadge Maharaj Chowk. Feroz Khan and Mr. BDS/ALN/SR(N)/177/92-93 dated March 2. 1999 with Mr. mortgage.97 acres located at Chikkabidarakallu Village. Upon release of the title documents our Company may utilise the same to raise finance against the security from banks and financial institutions. Jagshi Jethabhai Chheda. our Company shall be paid an amount equal to 38. as the owner of land. The title documents shall be handed over to the Company after we have expended a sum of Rs.. 3. right. The parties to the agreement have agreed that the profits derived from the sale of the premises/units will be distributed between our Company and the owners in the ratio of 50:50. Bengaluru. BDA/TPM/PL-40/05/2651/2006-07. The parties have agreed that our Company shall market and sell the owner’s share in the property along with its own share and pay the gross sale consideration to the owner in the proportion of its share in the property. Our Company has entered into a development agreement dated September 24. for development of land admeasuring 20.. Our Company has entered into a joint development agreement dated January 22. a lease deed dated August 26. whilst land admeasuring 7836. As per the terms of the arrangement between the parties. 137 million as deposit which shall be adjusted against the owner’s share of the consideration. transfer or otherwise be in possession of its share of the property. title and interest in the property to our Company and the balance 28% shall remain with the owner. is freehold land. title and interest in the property and Mr. the owners shall deposit the title documents of the property with an escrow agent. The agreement states that our Company shall be entitled to alienate. 2006 bearing No. land admeasuring 28717.25% of the net realization and the balance amount shall be retained by Silver. 2007 with Mr. located at Keshavrao Khadye Marg. Bengaluru. Our Company has. for development of land admeasuring 12.553. 5. 4. our Company is entitled to 79% of the undivided share. right.30 acres at Chunnabhatty at Village. Thus. is leasehold land. 2004 with Amco Batteries Limited. mt. the Bangalore Development Authority has sanctioned the layout plan in respect of the property under which the property can be developed for residential use. being the owner of land admeasuring approximately 36. Further. 2006 Mr. 2007 with Esskay Properties and Investments Limited. at the time of execution of the agreement. In respect of the leasehold land.18 acres located at Nagarur Village. 150 million towards the cost of development of the property. Kasaba Hobli. 86 . Kurla in Greater Mumbai. for development of land admeasuring 9.62 sq. as the owners of land. As per the terms of the agreement. a sole proprietor carrying on business in the name of M/s Silver Developers for the purpose of implementing and completing the development and construction work of land admeasuring approximately 1. mt. mt. 7. Bengaluru. Dasanapura Hobli. Mumbai (“the said larger property”). UdhayGK has agreed to purchase 21% out of the share of Amco Batteries Limited under the said development agreement and our Company has agreed to purchase the remaining 7% of the share of Amco Batteries Limited. 1994 issued by the office of the Deputy Commissioner. Byculla. Bengaluru. title and interest property. paid to the owners a sum of Rs. Fardeen Khan. By letter dated November 2. the owner has agreed to transfer 72% undivided share of the right. the landowners receives 15% of the gross sales of the developed project and have a further share of 50% of the profit arrived after deducting the development cost from the remaining 85% of the gross sales.District Thane. 6.

The parties entered into a supplemental agreement to the development agreement dated April 13. ft.40% in the built premises. As per the terms of the agreement. In terms of the development agreement. ft. Kanayannur Taluk. Siddhi and our Company have entered into a development agreement dated September 2. The parties have incorporated a separate company. The parties have agreed to share the residential development on an area sharing basis and the commercial development on a revenue sharing basis in the ratio of 73. ft.000 sq. in accordance with the terms of the AGDR. 2009 wherein it was agreed to amend their respective sharing ratio in respect of the property such that Siddhi and our Company shall have 25% and 75% share respectively in the first developed 1. 10. Further.2 (Wadaj) (the “Larger Property”) which. our Company shall allot 5. 87 . Siddhi and our Company have agreed to share 32. in Ahmedabad. Thereafter. convey 67. TCM Limited has clear and marketable title to the property subject to encumbrances. our Company shall construct residential and commercial units on the property. the parties have entered into a supplemental agreement to grant development rights dated April 13. Mangalore. As per the terms of the agreement if the proposed project includes commercial development. Our Company has entered into a joint development agreement dated February 15.60% of the said property admeasuring 65. TCM Limited has been declared as a sick company by the BIFR under the provisions of the Sick Industrial Companies (Special Provisions) Act.378. the development rights with respect to the property along with a right to exclusively market. Further.8.60% of the built up property and receive 67.16 acres located at Dakshina Kannada District. 2009 for grant of development rights to our Company for an area 9. The agreement states that the property is free hold. for development of land admeasuring 6. finance and expertise in lieu of developing the township the right to sell.50:26.00 million sq.60% share respectively in the first developed 1. 1985. 2009 to re-negotiate the commercial understanding arrived at under the joint development agreement. PhaseI.76 acres forming part of the larger property. The Company has been assigned. Shree Siddhi Infrabuildcon Private Limited (“Siddhi”). Our Company has entered into a development agreement dated November 15. of residential area and 36. including borrowings from banks and financial institutions and statutory dues and the owner may create third party rights in the property only after obtaining specific approval from the BIFR. SSIPL.50. 2007 with Mr.60% of the sale proceeds vis-à-vis the property and SSIPL’s shall receive a share of 32.00 million sq. Industrial Area. Farookh. 2008 with TCM Limited. Our Company has entered into a joint development agreement dated February 4. 2008 (the “AGDR”) with Shree Siddhi Infrabuild Private Limited (“SSIPL”) that has identified a neighbouring piece of land admeasuring approximately 250 acres located at Jagatpur. The AGDR also stated that SSIPL is in the process of acquiring additional land admeasuring 80 acres over which SSIPL shall grant development rights to our Company. by M/s Zara Infrastructure Private Limited. Chandigarh. is owned and possessed by agriculturists. as the owner of land. sell/convey the constructed premises and receive the sale proceeds vis-à-vis the property. 2008 for grant of development rights to our Company for an area admeasuring 65.40% and 67. located at Industrial Plot No.40% and 63. In terms of the joint development agreement the owners were entitled to 50% of the gross sales revenue and M/s Zara Infrastructure Private Limited and our Company were entitled to 50% of the gross sales revenue. 2009 to reflect the revised sharing ratio of Siddhi and our Company. The parties have now agreed that our Company and M/s Zara Infrastructure Private Limited shall be entitled to 54% of the gross sales revenue and the owners of the property shall be entitled to 46% of the gross sales revenue. In terms of the AGDR our Company was required to provide exclusive marketing and other services. mt. It was agreed that SSIPL shall obtain clear and marketable title with respect to the property. Our Company has entered into an agreement to grant development rights dated April 15. 11. Taluka Dascroi. 70. the parties have entered into a supplementary development agreement dated March 3. 2008 with M/s Zara Infrastructure Private Limited. M. as the owner of land.66 sq.76 acres. along with the other owners entitled to the respective portions of land admeasuring approximately 16. the parties have entered into a development agreement dated April 13. of saleable area in the commercial premises at actual construction cost to TCM Limited. B.66 acres located at Trikkakara North Village. non-agricultural land and is not located in a zone restricted for industrial use. of commercial area. Ernakulam District. for development of land admeasuring 21. Padavu Village.

Kale/Lucifer are required to incorporate a special purpose vehicle for the development of A and B Land. to enter into a development agreement for development of land admeasuring 17. the value of the lands to be developed shall increase to Rs. being the owner of 128.57 acres of land for the purpose of developing residential buildings. Our Company proposes to construct residential/commercial buildings on the land as may be decided by our Company and as per the plans that may be approved by the appropriate authorities. Pune (“B Land”).5 acres. In terms of the joint development agreement Mr. 550 per square foot. Our Company has entered into a memorandum of understanding dated September 25.42 acres forming part of the larger property. Our Company shall then pay Rs. Sanjay Dattatreya Kakade (“SDK”).74%. KEDPL and Mr. Further. owner of the land.33% respectively in the special purpose vehicle. Kasaba Hobli. Our Company had entered into a memorandum of understanding dated February 22. Raju shall be entitled 41% of the saleable constructed area of the said land and our Company shall be entitled to 59% of the saleable constructed area of the said land. Mr. K. On getting approvals and permission. 162 per square foot of the saleable area on the developable lands. 88 . Thiruvallur District. 2009 with Mr. The shareholding of our Company shall reduce proportionately. Our Company has entered into a joint development agreement dated March 28. being the owner of 87 acres of land located at Village Bhugaon. commercial and residential buildings. 510 million to the special purpose vehicle and be allotted/ transferred shares at a value equivalent to Rs. Mr. SSIPL/ Siddhi have made an application before the Collector for removal of such restriction in order to enable them to freely grant development rights for such 1. They would then require to satisfy certain conditions within six months of the date of this agreement (including transfer of lands. for development of land admeasuring 1. Kale has stated that out of the B Land 28 acres is affected by a hill slope and thus he has agreed to purchase more land in order to maintain an aggregate of minimum 75 acres of B Land. Pune (“A Land”).397 acres located at Chembarambakkam Village. Kale/Lucifer have agreed to allow our Company to develop on land measuring 225 acres. shall transfer the B Land to Lucifer after converting the same to nonagricultural use.67% and 33. conversion to non-agricultural use and making clear and marketable title of the A Land and B Land).24 acres of land located at village Bhugaon. Our Company 13. Our Company has also entered into a memorandum of understanding dated January 13. in relation to approximately 1. The parties have agreed that Addison & Company Limited shall be entitled to 30% of the saleable constructed area and our Company shall be entitled to 70% of the saleable constructed area. 373 per square foot of FSI actually available for development and such that our Company’s shareholding in the Company shall be to the extent of 14. Kale”) and Lucifer Engineering (P) Limited (“Lucifer”). Chennai into IT. Mr. Further.admeasuring 43. Syama Raju. Poonamallee Taluk. 2009 with Mr. Our Company is also entitled to incremental consideration if the special purpose vehicle achieves profits. 2009 with Addison & Company Limited for acquiring development rights in relation 12. In terms of the memorandum of understanding KEDPL and Mr. Kakade Estate Developers Private Limited (“KEDPL”).5 acres is not transferable. 2008 with Addison & Company Limited. Our Company shall be appointed Development Manager for A Land and B Land and be provided consideration of Rs. Kale would hold 67. The parties to the memorandum of understanding have agreed that SDK.15 acres located at Hebbal village. SDK/KEDPL and Mr. Chennai. Kale. shall transfer the A Land to KEDPL after converting the same to non-agricultural use. Bengaluru North Taluk (now within the jurisdiction of the Bruhat Bangalore Mahangara Palike). Sarang Kale (“Mr. 12. 14.5 acres of land out of the Larger Property there is an order passed by an appropriate authority in terms of which this area of 1. SDK has further agreed to purchase 22 acres of land and transfer the same to KEDPL. 2009 with the Ahmedabad Municipal Corporation (AMC) in terms of which AMC would facilitate our Company in obtaining necessary permissions/registrations from concerned departments of the state and central government and would also help to avail incentives under various schemes announced by the state/central government. Our Company has now entered into a development agreement dated September 7.

2005 20. 3.60 Area (In acres)* 1. The details of the joint development agreements.2 Through the Subsidiaries: We hold development rights through our subsidiaries aggregating to approximately 6. 2. Salt Lake December 19.62 1.00 million towards the development rights to these lands.36 * TOTAL The figures represent the Company’s proportionate interest in the lands 70. Godrej Developers Private Limited and 4. 70. we have paid a sum of Rs.00 Nil 6. 2009. S.00 Nil 31. Our Company 1. Taluka Mulshi March 2006 10. Vaidehi Dattaray Gaikwad. constituting 5. Bidhanaga r. Vaishali Chetan Gaikwad. the name of the land owner. 2. Godrej Waterside Properties Private Limited and 3. Our Company 1. ft.83 acres of land located in and around Pune and Kolkata.00 Nil 31. Our Company 3.14 million sq. Block EP and GP. Pune Village Bavdhan. Sector V. Kolkata Plot No. Salt Lake February 7. As of October 15. Block DP. 1. constituting 1.74 3.83 Godrej Realty Private Limited 89 . Simoco Telecommunica tion (South Asia) Limited. Bidhannag ar. 2.73 2. are specified in the table below. Ocean Freight Enterprises Private Limited. 11. 5. the percentage accruing to us under these agreements and the amounts paid and payable under these agreements.No City Location Date of the Agreement Parties Amount paid as of Oct 15.01% of the total developable area. Sector – V. 2008 (In Rupees million) Nil Amount payable (In Rupees million ) Nil Economic ownership of our Subsidiary (Percentage) 29. Kolkata Plot No.75% of the total Land Reserves. Infinity Infotech Parks Limited. 2007 50.11 1. Godrej Realty Private Limited and 3.shall also be entitled to increase its shareholding in the Company within one year from the dare of execution of the development Agreement (iv). Of the said lands we plan to develop approximately 4.

Salt Lake City. For further details refer to “Notices received by our Subsidiaries – Godrej Realty Private Limited” in the section titled “Outstanding Litigation and Material Developments” on page 295 of this Draft Red Herring Prospectus. to undertake the development of the project and construction of new buildings at the land mentioned above. District Poona. 2006 by the High Energy Materials Research Laboratory (“HEMRL”). will be distributed between Godrej Waterside Properties Private Limited and Infinity Infotech Parks Limited in the ratio of 61:39. as the owners of the land. for the purpose of developing an Information Technology Park on an area of land admeasuring 4. The parties have agreed that the total constructed area of the completed project. XI. Our Company has nominated Godrej Waterside Properties Private Limited. which has been duly accepted by Infinity Infotech Parks Limited. Bidhanagar. Simoco Telecommunication (South Asia) Limited and Ocean Freight Enterprises Private Limited shall further share their interest of 38% in the saleable area of the new constructed building in the ratio of 29:9. Vaishali Chetan Gaikwad and Vaidehi Dattaray Gaikwad in the ratio of 58:42. By a sub-lease dated December 11. Webel granted a part of land admeasuring approximately 8. the parties to the sub-lease decided that Globsyn Webel Limited shall surrender an area of 3 acres out of the entire plot in favour of Webel and by a deed of surrender of lease dated December 19. A public notice was published in the Times of India dated June 26.29 acres situated at Plot No. Kolkata. 1997 between Webel and Globsyn Webel Limited.60 acres located at Village Bavdhan.60 acres for a term of 330 years renewable for two similar terms. 2007 with Infinity Infotech Parks Limited where our Company is also a confirming party. Globsyn Webel Limited agreed to surrender an area of 3 acres out of the entire plot to Webel. Taluka Mulshi.e. Godrej Waterside Properties Private Limited Godrej Waterside Properties Private Limited has entered into a development agreement dated February 7. Thereafter. By a lease deed dated February 12. By letter dated March 3. where our Company is also a confirming party.169 Cottahs for a period of 999 years. Pune informing the public regarding restrictions on the use and enjoyment of land lying in the vicinity of HEMRL. which has been duly accepted by Simoco Telecommunication (South Asia) Limited and Ocean Freight Enterprises Private Limited. 2008 between our Company. Sector-V. 2001. Red Fort India Real Estate Babur (“Investor”) and Godrej Developers 90 .Godrej Realty Private Limited has entered into a development agreement dated March 10. 1996 the Governor of West Bengal granted to West Bengal Electronics Industry Development Corporation Limited (Webel) a lease of land admeasuring 520. Block EP and GP. 2005. A share purchase and subscription agreement (“Subscription Agreement”) was entered into on June 27. The parties to the agreement have agreed that the gross sale proceeds received from the sale of the premises/units will be distributed between Godrej Realty Private Limited and the owners i. where our Company is also a confirming party. Pune. which the Company had undertaken for development activity. Godrej Developers Private Limited Godrej Developers Private Limited has entered into a development agreement dated December 28. A major portion of the property at Bavdhan. together with amenities and facilities. in 2002 Globsyn Webel Limited changed its name to Infinity Infotech Parks Limited. to undertake the development of the project and construction of new buildings at the land mentioned above. The parties to the agreement have agreed that upon completion of the project Simoco Telecommunication (South Asia) Limited and Ocean Freight Enterprises Private Limited together shall be entitled to 38% of the saleable area of the new constructed building and Godrej Developers Private Limited shall be entitled to the remaining 62% of the saleable area of the new constructed building. Webel has allowed Infinity Infotech Parks Limited to further sub-lease built up space in the buildings to be constructed by it on the said property either on short term or on long term basis keeping other terms and conditions of the aforesaid recited sub-lease unchanged. for development of land admeasuring 12. Subsequently. is falling under the restricted area. 2006 with Vaishali Chetan Gaikwad and Vaidehi Dattaray Gaikwad. situated at Sutarwadi. Our Company has nominated Godrej Developers Private Limited. 2007 with Simoco Telecommunication (South Asia) Limited and Ocean Freight Enterprises Private Limited.

Mumbai Vikhroli October 8. The materiality of the agreements in relation to land has been considered on the basis of 10% or more of the aggregate value of lands under each category.18. 21. 2010 for development of such property. Godrej & Boyce Manufacturing Company Limited is the owner of approximately 36.Private Limited wherein the Investor agreed to subscribe 16.500.00 Area (In acres)* 1. Mumbai and for the past several years Godrej Industries Limited has been in possession of the said 36. For details refer to page 123 in the section titled “History and Corporate Structure .60% of the total Land Reserves.Share Purchase and Subscription Agreement between Red Fort India Real Estate Babur.50 acres of land as a lessee. Our Company shall be entitled to 60% of the profit arising from the development of the property and Godrej Industries Limited shall be entitled to 40% of the profit. our Company has also sold to the Investor 15. 2.90 TOTAL Nil Nil 21.90 Memorandum of Understanding with Godrej & Boyce Manufacturing Company Limited and Godrej Industries Limited Our Company has entered into a memorandum of understanding dated October 8. 2009 with Godrej & Boyce Manufacturing Company Limited and Godrej Industries Limited.5 acres of land located at Vikhroli. 20.52. Of the said lands we plan to develop approximately 2. S. (iv).730 equity shares of Godrej Developers Private Limited for a consideration of Rs. Our Company Nil 21.e. The material agreements in this category i. Godrej Industries Limited and 3. In terms of the memorandum of understanding the parties have agreed that Godrej & Boyce Manufacturing Company Limited shall grant a new lease to Godrej Industries Limited / our Company or to any other entity as may be formed by Godrej Industries Limited / our Company for a period of 99 years commencing from April 1. ft.78 million sq. constituting 3. ‘Land for which joint development agreements/MoUs have been entered into by the Company directly or through its subsidiaries’ are as follows: 91 . The Investor holds 49% of the issued and paid up equity share capital of Godrej Developers Private Limited and our Company holds 51% of the issued and paid up capital of Godrej Developers Private Limited. Godrej & Boyce Manufacturing Company Limited. 12.2 above: We hold development rights aggregating to approximately 21.50.968 equity shares for a consideration of Rs.618 at the rate of Rs. our Company and Godrej Developers Private Limited” of this Draft Red Herring Prospectus. Further.37% of the total developable area. 2009 (In Rupees million) Nil Amount payable (In Rupees million ) Economic ownership of our Subsidiary (Percentage) 60. 2009 1.11.90 acres of land located in Vikhroli.1 and (iv).No City Location Date of the MoU Parties Amount paid as of October 15. Mumbai constituting 5..851 per subscription share inclusive of premium.3 Through entities other than (iv). Godrej Industries Limited and our Company are required to form a limited liability partnership or any other suitable special purpose vehicle to receive the lease of the land under the memorandum of understanding from Godrej & Boyce Manufacturing Company Limited.

Jagatpur. Ongoing Projects and Forthcoming Projects: Chandigarh Ahmedabad Kolkata Mumbai Pune Hyderabad Mangalore Bengaluru Chennai Kochi Completed Projects 92 . (v) Proportionate interest in lands owned indirectly by the Company through joint ventures: We do not hold any lands that fall within this category. 2009 (In Rupees million) 1.S.No.250. Mumbai.430. Other Agreements Our Company has entered into memorandum of understanding with parties for initiating the process of identification of land for the purpose of acquisition in Titwala and another memorandum of understanding for redevelopment of a property located at Vikhroli. 2008 Shree Siddhi Infrabuild Private Limited and our Company Amount Paid as of October 15. Location of Land Date of Agreement Parties to the Agreement Agreement Value (In Rupees million) 3. Taluka Dascroi.00 1. Description of Our Business The following map shows the locations of our completed projects.00 . District Ahmedabad – 2 (Wadaj) April 15.

ft.88 1.13 Percentage of Developed Area as per Type of Property 76% 24% 100% * Total area developed by us. 2009.17 0.09 Percentage of Saleable Area as per Type of Property 37% 63% 100% Our Residential Projects Our residential projects are primarily designed for middle income and high income customers.75 Approximate Saleable Area (in million sq ft) 6.07 0. Panvel. Location Date of Completion Approximate Developable Area (in million sq. 2009. as of October 15. 2009 the approximate Saleable Area of our Forthcoming Projects: Type Residential Projects Commercial Projects TOTAL * Area refers to the share of the Company only. all of which have been fully sold. play areas and electricity back-up.62 267.11 Percentage of Saleable Area as per Type of Property 64% 36% 100% Forthcoming Projects The following table presents. ft.15 0. Ongoing Projects The following table presents. the approximate Developable Area of our completed projects.40 32.06 1. are as follows: Name.The following table presents.) 3. as of October 15.35 18.15 0. irrespective of the revenue/profit/area sharing arrangement.31 Godrej Park.17 123. The details of our completed residential projects. Ghatkopar. we have completed 16 residential projects in and around Mumbai. Acreage* 178.31 Approximate Saleable Area (in million sq. Acreage* 66.) 0. Kalyan Godrej Sky Garden.59 57.40 0.) 20.75 11. Our residential buildings are designed with a variety of amenities such as security systems.67 88. as of October 15. ft.25 5. sports and recreational facilities. Mumbai 1996 2000 2001 2002 2002 93 .29 Approximate Saleable Area (in million sq. 2009. As of October 15. Pune and Bengaluru with eight residential Ongoing Projects and eight residential Forthcoming Projects. Type of Property Residential projects Commercial projects Total Approximate Developed Area* (in million sq.) 0. ft.03 1. Kalyan Godrej Eden Woods I and II. the approximate Saleable Area of our Ongoing Projects: Type of Property Residential Projects Commercial Projects TOTAL * Area refers to the share of the Company only.07 0. Thane Godrej Grenville Park. Mumbai Godrej Hill.71 11.

Ahmedabad Total High rise apartment complex Apartment complex Apartment complex 2010 2009 2010 2009 0.88 Approximate Saleable Area (in million sq.) 0.56 Not yet launched Not yet launched Not yet launched Not yet launched Not yet launched % Project Sold Estimated Saleable Area (in million sq. Oshiwara.30 2.01 0. Kalyan Total 2002 2003 2003 2003 2006 2007 2007 2008-09 2009 2009 2009 Approximate Developable Area (in million sq.02 0. Bengaluru Godrej Eden Woods – Phase III (Regency Park Tower B).05 45 0. Cuffe Parade. ft.01 0. Worli. Mumbai Godrej Woodsman Estate – Towers 1.01 0. Kalyan Godrej Eden Woods – Phase III (Pine/ RowHouse). Location Type of Development Expected Completion Date Estimated Developable Area (in million sq.03 Apartment complex 2009 1. Mumbai Godrej Sherwood.15 1. Shivaji Park.5. Bengaluru Godrej Gold County. Wakdewadi. Bengaluru Godrej Prakriti.05 0. ft. 3 and 4.) 0. Mangalore Apartment complex 2014 2012 3.26 0.09 0.04 0. ) Our residential Ongoing Projects Godrej GVD-II Kalyan Apartment complex Planet Godrej . Pune Godrej La Vista.4.46 17. Mumbai Godrej Indraprastha. Mahalaxmi.02 0.09 0.02 97. Mumbai Godrej Glenelg.28 0.04 2.17 0.6.28 36 0.60 0.12 0. Shivaji Nagar.04 0. ) 0.66 0. Location Date of Completion Godrej Plaza.87 26.06 3.76 0.20 0.23 0. Mumbai Godrej Waldorf.03 0. Santacruz.01 0. Mumbai Godrej Bayview.28 31. ft.Tower 5 Mahalaxmi.04 0. 2 and 7. 2.01 0.06 0.75 The details of our residential Ongoing Projects and Forthcoming Projects are as follows: Name.7 0. ft.41 94 . Thane Godrej Woodsman Estate – Towers 3.06 0.71 Our residential Forthcoming Projects Chennai Project – I Apartment complex Godrej Avalon.09 90 0.Name.06 46 0. Mumbai Godrej Riverside.84 2. Panvel. Kolkata Godrej Garden City. Thane Godrej GVD-I.10 20. Mumbai Planet Godrej – Towers 1.81 Villas and apartments Apartment complex Apartments/ Villas/ Row Houses 2011 2014 2017 0.

Godrej Woodsman Estate. Bengaluru: This is a residential project of villas and premium apartments located off Tumkur Road. This project will be developed in phases and is expected to be completed by 2014. T. Mumbai. The project encompasses seven towers of 16 storeys each and comprises of two and three bedroom apartments. Bengaluru: This is a residential apartment complex located approximately a kilometre away from Hebbal Flyover on Bellary Road.85 1. This project was awarded the “Pinnacle Award.78 million sq. Bengaluru Kochi Project – I Vikhroli Project – I.10 0. ft (this includes a commercial portion of 0.10 0. gardens. i. clubhouse.82 million sq.. ft. Mumbai Pune Township Kalyan Township Godrej Woodsman Estate . near the new international airport.42 million sq.94 0. and has a Developable Area of approximately 1. Mumbai: This is a premium high-rise residential project located in Mahalaxmi. 2009. approximately 97% of the units have been sold. pools and game courts. Kolkata: This is a residential project proposed on B.75 17. This project is strategically located with connectivity to the upcoming international airport. 2006” by ZEE Business for being the best up-coming real estate project in India.e. Planet Godrej has an estimated Developable Area of 0. gardens and children’s play area form part of this project. It comprises five towers.76 0. ft.Annex. ft. The project is located approximately two kilometres from the Sodepur railway station and 15 kilometres from the international airport and is connected by an expressway. Ahmedabad: 95 .30 million sq. Road in the Northern part of Kolkata. 2009. with a Developable Area of 3. a swimming pool. Bengaluru. there are spaces for development of a large podium. a clubhouse. Modern facilities such as podium parking. ft.Tumkur Road.64 Given below is a brief overview of some of our residential Ongoing Projects: Planet Godrej. Mahalaxmi.II.06 6. The footprint. as well as “Project of the Year – Mumbai” for the year 2007 by the Accommodation Times. comprises approximately 4. This project is expected to be completed in 2009. Godrej Garden City. this project will have approximately 380 units of varying configurations across five towers of 48 storeys each with contemporary design and open spaces. while the rest of the plot area has been used to provide landscaping and facilities. This project is expected to be completed in 2009. Bengaluru. The size of the plot ensures that apart from the residential towers. Godrej Prakriti.2% of the total plot area.44 0.52 0.29 million sq.). the ground coverage of the constructed portion of the project (towers 1 to 5).36 0. a modern gymnasium. four of which have already been completed and one of which is ongoing. Upon completion. Godrej Gold County. As of September 30. approximately 90% of the units in the ongoing part of the project have been sold. Bengaluru Total Apartment complex Apartment complex Apartment complex Apartments/ Villas/ Row Houses Apartments/ Villas/ Row Houses Apartments/ Row Houses 2011 2014 2014 2016 2014 2010 1.60 9. As of September 30. with a Developable Area of approximately 0.10 Not yet launched Not yet launched Not yet launched Not yet launched Not yet launched Not yet launched 0.09 2.

It is approximately 1. Sector V.43 The details of our commercial Ongoing Projects and Forthcoming Projects are as follows: Name.08 2003 0.) 0.02 0. 20 kms from railway station and 20 kms from Gandhinagar.15 96 . Mumbai Godrej Millennium. Location Type of Development Expected Completion Date Estimated Developable Area (in million sq. retail space and office complexes. ) Ongoing Projects Godrej Waterside. Sion. Pune Total Commercial office space Commercial office space IT park.M. ft. Pune Godrej Eternia B and C.67 23 0..29 0. Wakdewadi. Bund Garden. Pune Godrej Castlemaine. ) % Project Sold Estimated Saleable Area (in million sq. Kolkata Godrej Genesis. This project is selected among 16 projects worldwide of the Climate Positive Development Program by Clinton Climate Initiative (CCI).50 0. Pune IT park 2010 2. Salt Lake City. ft.47 Not yet launched Commercial office space IT park 2010 2012 IT park 2011 0. commercial office and retail space Commercial office and retail space Commercial Office Space 2004 0.04 M. 14 kms from airport.48 0. ft.16 2007 0. Bandra. Mumbai Godrej Genesis. all of which are fully sold or leased. It is located in Jagatpur village in the north-west region of Ahmedabad and is well within the AMC administrative limits.G. Shivaji Nagar.06 2009 0. Location Type of Development Date of Completion of the Project 1997 2000 Approximate Developable Area (in million sq.12 Approximate Saleable Area (in million sq.Godrej Garden City is a township development planned in Ahmedabad. Kolkata Godrej Coliseum – Phase III. Koregaon Road.25 0. are as follows: Name. The details of our completed commercial projects.31 0.07 0.) 0.22 0.005 IT park. Our Commercial Projects Our commercial projects include IT parks. ft.03 0. commercial office and retail space Commercial office space 2003 0. Mumbai Godrej Eternia – A.S. Shankarsheth Road.01 0.17 0.04 0 1.26 1. Pune Godrej Avanti.16 19* 0. Pune Godrej Coliseum – Phase I and II.8 kms from SG highway. Bavdhan. Sion. Sector V. Salt Lake City.

hotel Mixed commercial 2012 0.60 2014 2.24 11. It is approx three km from Chandigarh railway station.35 Total * Refers to only the Company’s share of the area 14.004 11.48 million sq. Ahmeabad Godrej Eternia. we are to be appointed as the developer to develop their land.68 million sq. Godrej Eternia This commercial property is spread over 4.400 cars. Salt Lake City. As of October 15.20 9. Sector V.31 0.18 2016 2. retail Commercial office space. This project will have a total Developable Area of approximately 2. This land does not form a part of our Land Reserves and the memoranda of understanding do not constitute 97 . an established IT hub.21 0. with two towers and parking facilities for approximately 1. Mohali and Panchkula.42 Given below is a brief overview of some of our commercial Ongoing Projects: Godrej Waterside. offering office and retail spaces with a developable area of 0. The project will have a total Developable Area of approximately 1. ft. Pursuant to the memoranda of understanding with Godrej Industries Limited and Godrej Agrovet Limited.54 0.300 cars. Godrej & Boyce Manufacturing Company Limited may appoint us as the developer of the land it owns.ft. Kolkata: This is an IT park located in Sector V of the Salt Lake area of Kolkata.40 Commercial office space.42 2010 0. Memoranda of Understanding with the Godrej Group Companies We have entered into memoranda of understanding with certain Promoter Group Companies. Godrej Genesis. Godrej Eternia is designed by Patell Batliwala & Associates and HBRA. Hospital Commercial office Space 2017 14. and is adjacent to a natural lake. 2009. retail. Kolkata: This is our second IT park project located in Sector V of the Salt Lake area of Kolkata. Kolkata Godrej Eternia – C (10th Floor). This project is expected to be completed by 2010.02 19. It is being designed as a single building of 18 floors and will have car parking for approximately 1. hotel IT Commercial Office space.16 million sq. Sector V. Mangalore Godrej Genesis. three km from Chandigarh airport and four km from city centre.36 Not yet launched Not yet launched Not yet launched Not yet launched 0.Godrej Garden City. USA and features expansive and flexible office spaces. Hyderabad Vikhroli Project . ft. The project is strategically located in the industrial and business park – I.68 2013 0. retail.15 2012 0.31 0. Mumbai Pune Township Mixed commercial Commercial office space. Pune Total Forthcoming Projects Godrej Avalon. Pursuant to the memorandum of understanding with Godrej & Boyce Manufacturing Company Limited. Godrej & Boyce Manufacturing Company Limited and Godrej Agrovet Limited for developing land owned by them in various regions across the country. Salt Lake City.04 acres. approximately 19% of the project has been sold. Godrej Industries Limited. Chandigarh Godrej Prakriti. between Tricity of Chandigarh.I.60 1.58 Not yet launched Not yet launched Not yet launched Not yet launched 9.27 2014 9.

Such appointment entails developing any of the land the entities own in any part of India. cost. planned developments and market trends specific to the location. Operation Methodology The following chart illustrates our operation methodology: Timelines may overlap Site Identification Land Acquisition/ Joint Venture PreExecution Planning Project Execution and Planning Sales & Marketing Project Completion and Handover Commercial Feasibility Acquisition of Land Resource Planning Market Research Budgeting and Contracts Presentation of Marketing Plan After sales support Regulatory Norms Joint Venture/JDA1 Preparation of Architect Brief Project Management and Execution Project Launch and Sales Title Clearance Appointment of Architect Quality Control and Audit Customer Support Market Trends Concept and Design Development Technical Feasibility Approvals and Permissions 1 Joint Development Agreement Land Acquisition and Development Agreements We have a dedicated team of professionals who handle land acquisition and evaluate opportunities for joint development agreements across various cities. This team closely works with the various property consultants. pricing and marketing of the project. aesthetics.definitive agreements for the development of this land. One of the key factors in land acquisition is the ability to assess the development potential of a location after evaluating the demographic. development regulations. We may also be responsible for obtaining the required sanctions and permissions for the development of the project and for overseeing the quality. The team also evaluates the land title through 98 . schedule. advisory bodies. economic and regulatory factors. local architects and liaises with consultants who provide information regarding the availability of land. providing advice on the regulations affecting a proposed project and on the feasibility and the design of the project.

Based on this information. as we seek to diversify into new geographies. based on the asset in question and the prevailing market conditions. We develop the project concept based on market studies and customer surveys to identify the area’s marketability and target customers. corporate presentations. we will continue to evaluate other options. Our Competitors We face competition from various domestic and international property developers. A client servicing team services the customer after the booking process through the transfer of property to the new owner. Our operations and project management team. to the customer upon the completion and closing of the sale of the units. web marketing. These include launch events. the day-to-day management and control of the property is handed over to the residents’ cooperative society. such as retaining ownership and leasing out property. Project Planning and Execution The project planning and execution process commences with obtaining the requisite regulatory approvals. although sales are also made at our corporate offices. We also actively participate in real estate exhibitions worldwide. We engage leading design and engineering. although part of our sales are made through brokers. After handing over. direct and indirect marketing. actual and estimated project costs and construction schedules. We liaise with various banks and housing finance companies to provide our customers with convenient access to finance in order to purchase their apartments. Larsen & Toubro Limited and Gammon India Limited for the execution of our projects. Once the title clearance is obtained. This proves helpful in improving our services and standards. Currie & Brown India. along with external consultants. we face the risk that some of our competitors have a pan-India presence while our other competitors have a strong presence in certain regional markets. We conduct our indirect marketing through our external network of sales associates across India. construction and project management companies such as Sembawang Infrastructure India Private Limited. we either acquire the land on an outright basis or enter into a development agreement with the owners. Our competitors include both large corporate and small real estate developers in the regions where we operate. either centrally from our head office or through our business representatives. we follow-up with customers for feedback on our performance and on the property. An architectural brief is prepared based on the project concept which is subsequently finalised with selected architects and other external consultants. environmental clearances and location specific approvals. Completion and Hand-over of the Property We transfer the title or lease hold rights. a preliminary feasibility proposal is made. Our key competitors include real 99 . We ensure the entire consideration is paid to us prior to the transfer of title or before possession is handed over. We begin making sales upon commencement of a project and usually enter into agreements to sell a substantial portion of each project prior to completion.independent lawyers. After all of the units within a project are sold to the customers. closely monitor the development process. whichever is earlier. We encourage the participation of former buyers or tenants in our new product launches. as well as newspaper and outdoor advertising. based on the feasibility figures. as the case may be. We have mostly followed the “build and sell” model of developing land and selling our developments to customers. Moreover. Most of the sale bookings are performed on-site. We endeavour to maintain high health and safety standards in all of our real estate developments. While we anticipate continuing our operations in this manner. We prefer to market our projects directly to our customers. We employ various marketing approaches depending on whether the project is residential or commercial. construction quality. Sales and Marketing We maintain a data base consisting of our existing customers and undertake direct sales efforts through a combination of telephonic marketing and electronic marketing.

business development. Sobha Developers Limited and Purvankara Projects Limited.estate developers such as DLF Limited. transit and burglary. Fort. Home Street. employees and sub-contractors. we regularly organise in-house and external training programs for our employees. planning. Hiranandani Group. Ansal Properties Limited. Our permanent employees include personnel engaged in our management. debris removal limits and third party liability. at the beginning of every property development we identify potential material hazards. implement and monitor appropriate risk mitigation measures. procurement. 4th Floor. Our Employees Our employees are not covered by any collective bargaining agreements. price escalation costs. We also have a group term insurance policy for our employees. administration. In addition. To help ensure effective implementation of our safety polices and practices. Insurance We maintain project specific insurance coverage with leading insurers in India. we had 185 permanent employees. Properties We have entered into a leave and license agreement for our registered office located at Godrej Bhavan. As of October 15. The function-wise break-down of our employees is as set forth below: Function Managers Officers Staff Total Health. safety and environmental laws and regulations and other requirements in our operations. Some of the major risks covered in our all-risk policy for our business assets are against risk of fire. terrorism and earthquakes. No. Mumbai -400 001 with Godrej & Boyce Manufacturing Company Limited. sales and marketing and legal functions. work stoppages or actions by our employees. For details refer to our section titled “History and Corporate Structure” on page 114 of this Draft Red Herring Prospectus. auditing. Intellectual property Godrej Industries Limited has by way of a trademark license agreement dated May 27. 2009. Safety and Environment We are committed to complying with applicable health. 2008 granted to our Company a non-exclusive right to use the word “Godrej” and the “Godrej” logo. finance. 4A. Our project specific insurance policies also generally cover us against material damage. We believe that accidents and occupational health hazards can be significantly reduced through the systematic analysis and control of risks and by providing appropriate training to management. we also have project specific workmen’s compensation policies. of Employees 100 75 10 185 100 . evaluate all material risks and institute. and we consider our relationship with our employees to be satisfactory. Unitech Limited. We have not experienced any material strikes. As part of our strategy to improve operational efficiency. natural calamities.

the Fire Department. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes. at various stages. 1976 prescribes the limits to urban areas that can be acquired by a single entity. the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. 1908 (“Registration Act”) has been enacted with the object of providing public notice of the execution of documents affecting transfer of interest in immoveable property. any person having an interest in such land has the right to object to such compulsory acquisition and has the right to compensation. In state where the Urban Land (Ceiling and Regulation) Act. and publication of documents and prevention of fraud. Land Acquisition Act. For the purposes of executing our projects. we may be required to obtain licenses and approvals depending upon the prevailing laws and regulations applicable in the relevant state and/or local governing bodies such as the Municipal Corporation of Greater Mumbai. identifying the categories of property that are capable of being transferred. The T. MSD. assurances. Act”). Act establishes the general principles relating to the transfer of property. 1908 The Registration Act. 1882 The transfer of property. including planned development and town and rural planning. our projects require.REGULATIONS AND POLICIES We are engaged in the business of real estate development and land development. including among other things. any non-testamentary 101 . It has however been repealed in most states and union territories in accordance with the Urban Land (Ceiling and Regulation) Repeal Act. CENTRAL LAWS Laws relating to land acquisition The Urban Land (Ceiling and Regulation) Act. as opposed to the transfer of property by the operation of law. and transfer of land. We are subject to land acquisition. including planned development and town and rural planning. including immovable property. we are governed by a number of central and state legislation regulating substantive and procedural aspects of the acquisition of. 1999 except for Andhra Pradesh.P. title. town planning and social security laws. the City Survey Department. the persons competent to transfer property. which are relevant to our business as a real estate developer. For details of such approvals please see “Government Approvals” on page 322 of this Draft Red Herring Prospectus. 1894 provides for the compulsory acquisition of land by the central government or appropriate state government for public purposes. Additionally. Further. 1976 is still in force. the Environmental Department. is governed by the Transfer of Property Act. there are restrictions on the purchase of large areas of land. The following is an overview of the important laws and regulations. the Collector. between living persons. However. Some states have their own land acquisition statutes and the Company has to abide by state legislations in those states in which it conducts its business. However. etc. Laws regulating transfer of property Transfer of Property Act. 1984 which provides for the compulsory acquisition of land by the Central Government or appropriate State Government for public purposes. the Land Acquisition Act. 1882 (“T. among other things. 1984 Land holdings are subject to the Land Acquisition Act. West Bengal and Jharkhand. Since our business involves the acquisition of land and land development rights. It details the formalities for registering an instrument. any person having an interest in such land has the right to object to such compulsory acquisition and the right to compensation. Registration Act. The purpose of the Registration Act is the conservation of evidence. the sanction of the concerned authorities under the relevant central and state legislations and local bye-laws.P.

2005 SEZ is regulated and governed by Special Economic Zone. the foreign collaborations and foreign direct investments.1. This concept embodied fiscal and regulatory concessions. the SEZ Act was enacted. Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained therein. Initially. or (b) a grant or reservation implied from a certain transfer of property. on account of long use. i. Easementary rights may be acquired or created by (a) express grant. Special Economic Zones. for example. registration of a document does not guarantee title of land.P. The GoI has prescribed the minimum area requirements stipulated for various categories of SEZs. or on his behalf by the person in possession of the property. Easementary rights may be acquired or created by (a) express grant. in immovable property of the value of one hundred rupees or more. 102 . any right. development and management of the SEZs for the promotion of exports. However. whether vested or contingent. title or interest. A document will not affect the property comprised in it. 1882 The law relating to easements is governed by the Easements Act. deemed to be a foreign territory for the purposes of trade as well as duties and tariffs.000 hectares or more. 1899 Stamp duty needs to be paid on all documents specified under the Indian Stamp Act. the dominant owner. The Stamp Act also provides for impounding of instruments which are not sufficiently stamped or not stamped at all. 1899 (“Stamp Act”) and at the rates specified in the Schedules thereunder. BOA has a number of powers including the authority to approve proposals for the establishment of the SEZ. it was unable to attract significant private investment. or (b) a grant or reservation implied from a certain transfer of property. states are also empowered to prescribe or alter stamp duty payable on such documents executed within the states. declare. Evidence of the registration is normally available through an inspection of the relevant land records. 1882 (“Easements Act”). or (c) by prescription. Such a right may also arise out of necessity or by virtue of a local custom. for a use of twenty years without interruption. Act. Act or as collateral). for a use of twenty years without interruption. limit or extinguish. An SEZ is a specifically delineated duty free enclave. Under this law an easement may be acquired by the owner of immovable property. Act. which are as follows: a) Multi-product SEZs . Customs Act. on account of long use. unless it has been registered. which formed part of various laws. The rate of stamp duty varies from state to state. assign. India had introduced the concept of SEZ as a part of its Foreign Trade Policy. Further. and a lease of immovable property for any term exceeding one year or reserving a yearly rent. The right of easement is derived from the ownership of property and has been defined under the Easements Act to mean a right which the owner or occupier of land possesses for the beneficial enjoyment of that land and which permits him to do or to prevent something from being done in respect of certain other land not his own. The applicable rates for stamp duty on these instruments.e. The stamp duty is payable on instruments at the rates specified in Schedule I of the said Act. A Board of Approval (“SEZ Board”) has been set up under the SEZ Act. the operations to be carried out in the SEZ by the developer. are prescribed by state legislation. The Indian Easements Act. in accordance with the provisions of the Constitution of India. The Indian Stamp Act. including those relating to conveyance. or (c) by prescription. 2005 (the “SEZ Act”).instrument which purports or operates to create. 2000. The SEZ Act has been enacted for the establishment. whether in present or in future. nor be treated as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance under the T. Since due to its relatively complex legal framework. which is responsible for promoting the SEZ and ensuring its orderly development. which usually contains details of the registered property. Income-Tax Act and Excise Act.

2006. Once an area is declared to be an SEZ. any person. Rules 2006 (the “SEZ Rules”) The SEZ Rules. The validity period may be extended by the central government. the central government initially grants the letter of approval to the proposals for setting up of SEZs which as per the old practice continues to be referred to as the ‘in-principle approval’. within 30 days grants the letter of Approval. Ministry of Commerce and Industry. currently.40 hectares or more Procedure for setting up an SEZ SEZs may be established under the SEZ Act. 2006 to the respective state government of the state where the land is located. state government or any other person. issues a notification declaring the specified area as an SEZ under Rule 8 of the SEZ Rules. an application may also be made directly to the BOA and the NOC from the state government may be obtained subsequently. The Special Economic Zone. electronic hardware and software . and SEZs for free trade and warehousing . 2005. SEZ for specific sector or in a port or airport – minimum area 100 hectares. biotechnology. As per the provisions of the SEZ Act. giving details of the said proposal. read with sub-rule 1 of Rule 4 of the SEZ Rules. make an application in Form-A read with Rule 3 of the SEZ Rules. Upon receipt of the communication from the BOA. State Government may approve the said proposal within a period of 45 days from the date of receipt of such an application in terms of Section 3 of the SEZ Act. on a case to case basis. Subsequent to the passing of the SEZ Act. The approvals granted for setting up a SEZ under the erstwhile scheme were referred to as ‘in-principle approvals’. 2005 read with Rule 6 of the SEZ Rules. The in-principle approval is valid for a period of one year or three years (as the case may be). in-principle approval is granted when the Developer is yet to acquire land for the purpose of development of SEZ. for setting up and conducting business therein with an emphasis on ‘self certification’ and the terms and conditions subject to which entrepreneur and Developer shall be entitled to exemptions. Alternatively. Ministry of Commerce and Industry. 2006 have been enacted to effectively implement the provisions of the SEZ Act. On receipt of such an application. information technology. The SEZ Rules also prescribe the procedure for the operation and maintenance of an SEZ. Government of India giving details of the SEZ as required in terms of Rule 7 of the SEZ Rules 2006 and the Department of Commerce. on a case to case basis. In case the Developer already possesses required land for the development of SEZ.10 hectares or more. after identifying the area. 2006 and communicate it to the central government. 2006. who intends to set up an SEZ may. drawbacks and concessions etc. The Developer is then required to furnish intimation to Department of Commerce. Apart from the letter of approval from the central government for setting up of the SEZ.b) c) d) e) Service sector SEZs – 100 hectares or more. non conventional energy including solar energy. the BOA may subject to certain conditions approve the proposal in terms of Section 9 of the SEZ Act. Act who is responsible for monitoring and ensuring strict adherence to the legal framework and the day to day operations of the SEZ. however. Sector specific SEZs such as gems and jewellery. the central government appoints a Development Commissioner under Section 11 of the SEZ. Normally. Such formal approval shall be valid for a period of 3 years within which time effective steps shall be taken by the Developer to implement the SEZ project. no other governmental license is required. Government of India on being satisfied with the proposal and compliance of the developer with the terms of the approval. either jointly or severally by the central government. the central government under rule 6 of the SEZ Rules. The SEZ Rules provide for a simplified procedure for a single window clearance from central and state governments for setting up of SEZs and a ‘unit’ in SEZ. The Developer and/or a Co-developer as the case may be is required to have at least 26 percent of the equity in 103 . The central government may prescribe certain additional conditions. the BOA normally grants formal approval. The SEZ Rules also provide for the minimum area requirement for various categories of SEZs. The validity period may be extended by the central government.

The approvals granted by the 104 . the coastal environment and the coastal population. Clauses 2(xi) and 2(xii) of the aforesaid notification impose prohibitions on construction activities in ecologically sensitive areas as specified in the CRZ Notification and any construction activity in the prescribed coastal area. was formulated. facilities for carrying sea water for cooling purposes. Under Sections 3(1) and 3(2)(v) of the EPA. the Payment of Wages Act. In order to achieve these objectives. These authorities also have the power of search. and investigation if the authorities are aware of or suspect pollution. Clearances with respect to other aspects of development such as fire. Environmental Regulations The three major statutes in India. the Coastal Regulation Zone Notification 1991 (“CRZ Notification”). 1981 and the Environment Protection Act. For instance. declaring Coastal Stretches as Coastal Regulation Zone (“CRZ”) and regulating activities in the CRZ. Building plans are required to be approved for each building within the project area. the MoEF looks into Environment Impact Assessment (“EIA”). have been set up in each state. including the Contract Labour (Regulation and Abolition) Act. Laws relating to employment The employment of construction workers is regulated by a wide variety of generally applicable labour laws. related activities in India are the Water (Prevention and Control of Pollution) Act 1974. 1970. size and height of the projects. for developing a residential colony. In addition. The proposed CMZ Notification includes various amendments that have been made to the CRZ Notification from time to time. The basic purpose of these statutes is to control. 1979. abate and prevent pollution. 1986. PCB which are vested with diverse powers to deal with water and air pollution. Real estate projects have to be planned and developed in conformity with the norms established in these laws and regulations made thereunder and require sanctions from the government departments and developmental authorities at various stages. civil aviation and pollution control are required from appropriate authorities depending on the nature. oil. in certain states such as Haryana. 2008.the entity proposing to create business. the Minimum Wages Act. except facilities for carrying treated effluents and waste water discharges into the sea. The MoEF receives proposals for expansion. which seek to regulate and protect the environment against pollution. the Air (Prevention and Control of Pollution) Act. generally the building plans of the projects have to be approved by the concerned municipal or developmental authority. modernization and setting up of projects and the impact which. 1965. The PCBs are responsible for setting the standards for maintenance of clean air and water. has published a draft of the Coastal Management Zone Notification. 2008 (“CMZ Notification”) with a view to bring into force a new framework for managing and regulating activities in the coastal and marine areas and conserving and protecting the coastal resources. the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act. The Ministry of Environment and Forests on May 1. the Payment of Bonus Act. seizure. directing the installation of pollution control devices in industries and undertaking investigations to ensure that industries are functioning in compliance with the standards prescribed. a license is required from the relevant local authority. 1936 and Workmen (Regulation of Employment and Condition of Service) Act. gas and similar pipelines and facilities essential for activities permitted under the aforesaid notification. The said draft of the CMZ Notification will be considered by the Central Government and will supersede the existing CRZ Notification once it is brought into force. Where projects are undertaken on lands which form part of the approved layout plans and/or fall within municipal limits of a town. residential or recreational facilities in a SEZ in case such development is proposed to be carried out through a separate entity or special purpose vehicle being a company formed and registered under the Companies Act. 1996. such projects would have on the environment is assessed by the above mentioned MoEF before granting clearances for the proposed projects. 1948. STATE LAWS Urban development laws State legislations provide for the planned development of urban areas and the establishment of regional and local development authorities charged with the responsibility of planning and development of urban areas within their jurisdiction.

Any transfer of land which results in the aggregate land holdings of the acquirer in the state exceeding this ceiling is void. Maharashtra Rent Control Act. such ceilings are not applicable. Maharashtra Tax on Buildings (with Larger Residential Premises) Act. and we are required to follow the state policy. Management and Transfer) Act. The licenses are transferable on permission of the appropriate authority. These time limits are renewable upon payment of a prescribed fee. we would additionally be subject to the applicable laws of the states where we intend to develop projects in the future and we would have to ensure compliance with the same. 1979 The Maharashtra Tax on Buildings (with Larger Residential Premises) Act. State SEZ Policies Various states including the states of Maharashtra. consolidate and amend the law relating to control of rent and repairs of certain premises and of eviction in Maharashtra and for encouraging the construction of new houses by assuring a fair return on the investment by landlords and to provide for the matters connected with the purposes aforesaid.. Sale. 1979 has been enacted to provide for levy of tax on buildings in corporation areas in the State of Maharashtra. commercial complexes etc. approvals of the layout plans and building plans. the authorities generally levy development/ external development charges for provision of peripheral services. if applicable. the promoter / developer is required to enter into a written Agreement for sale of flat with each purchaser and the agreement contains prescribed particulars with relevant copies of documents and these agreements are compulsorily required to be registered. and the surplus land is deemed. state taxes. 1999 (“MRC Act”) has been enacted to unify. water and power supply arrangements. in addition to any central policies. to have been vested in the state government free of all encumbrances. lands are acquired by different entities. Agricultural development laws The acquisition of land is regulated by state land reform laws which prescribe limits up to which an entity may acquire agricultural land. from the date of the transfer. The MOF Act prescribes general liabilities of promoters and developers. 105 . Under the rules framed under the MOF Act. Laws specific to the state of Maharashtra The Maharashtra Ownership of Flats (Regulation of the Promotion of Construction.authorities generally prescribe a time limit for completion of the projects. When local authorities declare certain agricultural areas as earmarked for townships. Management and Transfer) Act. The regulations provide for obtaining a completion/occupancy certificate upon completion of the project. need to be obtained. which contain larger residential premises. 1963 (“MOF Act”) applies throughout the State of Maharashtra. The state SEZ policies prescribe the rules in relation to the various environmental clearances. While granting licenses for development of townships. Sale. 1963 The Maharashtra Ownership of Flats (Regulation of the Promotion of Construction. Such licenses require approvals of layout plans for development and building plans for construction activities. The provisions of the MOF Act apply to promoters / developers who intend to construct a block or building of flats on ownership basis. duties. Tamil Nadu and Rajasthan have their own state SEZ policies. local taxes and levies etc. Under the MOF Act. In addition to the applicability of the above-mentioned legislations. After obtaining a conversion certificate from the appropriate authority with respect to a change in the use of the land from agricultural to non-agricultural for development into townships. Similar to urban development laws. 1999 The Maharashtra Rent Control Act. a model form of agreement to be entered into between promoters / developers and purchasers of flats has been prescribed.

stamp duty of 1% on consideration/market value. Set out below are some of the salient rates of stamp duty in the context of the Company’s operations: • Development Agreement: under the BSA. 1976 The Maharashtra Housing and Area Development Act. the applicable rates for stamp duty on various instruments. 1888 has been enacted to regulate the municipal administration of the city of Bombay (now Mumbai) and to secure the due administration of municipal funds. 1970 has been enacted to provide for ownership of an individual apartment in a building and to make such apartment heritable and transferable property. The Building and other Construction Workers Regulation of Employment and Conditions of Service) Act. 1888 The Bombay Municipal Corporation Act.only. on the development agreement. Agreement with flat owners: Concessional stamp duty is provided for residential units and stamp duty on commercial units at the rate of 5%. 1970 The Maharashtra Apartment Ownership Act. The Maharashtra Apartment Ownership Act. Bombay Municipal Corporation Act. The Maharashtra Housing and Area Development Act. 1976 has been enacted for giving effect to the policy of the State towards securing the principle specified in the Constitution of India and the execution of the proposals. • Power of Attorney: if stamp duty is paid. buildings or tenements therein to the needy persons and cooperative societies of occupiers of such lands or buildings. reduced the stamp duty to Rs. • • The Maharashtra Value Added Tax Act. as above. 1960 has been enacted with a view to providing for the orderly development of cooperative movement in the State of Maharashtra in accordance with the relevant Directive Principles of State Policy enunciated in the Constitution of India. are prescribed by state legislation. 2002 prescribes certain requirements in relation to the payment of value added tax in Maharashtra. In case of investments executed for the rehabilitation of slum dwellers. 200/-. plans or projects therefore and acquisition therefore of the lands and buildings and transferring the lands. including those relating to conveyance. 1960 The Maharashtra Cooperative Societies Act. 1958 As stated above. the Government of Maharashtra has. The stamp duty rates as applicable in Maharashtra have been prescribed by the Bombay Stamp Act. whichever is more is payable. Maharashtra Cooperative Societies Act. 100/. 1996 has been enacted to regulate the employment and conditions of service of building and other construction 106 . 2002 The Maharashtra Value Added Tax Act.The Bombay Stamp Act. then stamp duty payable is Rs. 1996 The Building and other Construction Workers (Regulation of Employment and Conditions of Service) Act. in exercise of its powers under section 9 of the BSA. 1958 (“BSA”).

5. The Development Control Regulations for MMR have demarcated the region into various zones for development purposes including urbanisable zones. which are authorised under the Maharashtra Regional Town Planning Act. the development potential of a plot of land may be separated from the land itself and may be made available to the owner of the land in the form of TDRs. Regulation 34 the Development Control Regulations states that in certain circumstances. 1894 or accept TDRs which can be sold in the market for use elsewhere in Mumbai. the land owner has an option of accepting monetary compensation under the Land Acquisition Act. 1999 The Development Control Regulations for Mumbai Metropolitan Region. fire fighting etc. we would additionally be subject to the applicable laws of the states where we intend to develop projects in the future and we would have to ensure compliance with the same. Development Control Regulations for Mumbai Metropolitan Region. 1999 (“Development Control Regulations for MMR”) apply to the development of any land situated within the Mumbai Metropolitan Region as defined in the Mumbai Metropolitan Region Development Authority Act. The Development Control Regulations apply to building activity and development work in areas under the entire jurisdiction of the Municipal Corporation of Greater Mumbai. electricity. health and welfare measures and for other matters connected therewith or incidental thereto. Regulation 15. elevators. The Development Control Regulations also set out standards for building design and construction. Regulation 15.7 provides that all developments which are existing prior to the Development Control Regulations for MMR. 1966 but which are not in conformity with the use provisions of the Regional Plan or these Regulation will continue as though they are in the conforming zone and will be allowed reasonable expansion within existing land area and within FSI limits prescribed by these Regulations. the land owner has an option of offering dwelling units to the project implementation agency free of cost and get the benefit of TDR equivalent to floor area calculated at FSI of 3. 1966 and Maharashtra Land Revenue Code. Laws specific to the state of Tamil Nadu Chennai Metropolitan Development Authority (“CMDA”) 107 . 1991 (Development Control Regulations) The Development Control Regulations for Greater Mumbai. sewage waste disposal systems. The permissible floor space index (FSI) defines the development rights of every parcel of land in Mumbai. 1966. The Development Control Regulations provides for an alternative to acquisition under the Land Acquisition Act by way of Transfer of Development Rights (TDRs). recreation and tourism development zone. 1991 (Development Control Regulations) (“Development Control Regulations”) were formulated under the Maharashtra Regional Town Planning Act. green zones and forest zone. The remainder of total development rights can be used as TDR. Regulation 33 (10) of the Development Regulations provides that additional floor space index of up to 2. sewerage site drainage. Development Control Regulations for Greater Mumbai. as well as any other facilities that the Planning Authority will determine. 1974.workers and to provide for their safety. access roads.5 will be allowed to owners/developers of land on which slums are located where such owners/developers are prepared to provide 225 square feet dwelling units free of cost to the slum dwellers.3.3.1 states that no person can carry out any development (except those stated in proviso to section 43 of the Maharashtra Regional Town Planning Act. If a particular parcel of land is designated for a public purpose.3. provision of services like water supply. play grounds etc. Regulation 15.) without obtaining permission from the Planning Authority and other relevant authorities including Zilla Parishads and the Pollution Control Board. In addition to the applicability of the above-mentioned legislations. industrial zone. water supply. 1966.5 states that development of land in these zones (other land in specified urbanisable zone and industrial zone) shall not be permitted unless the owner undertakes to provide at his own cost physical and social infrastructural facilities including roads. In case of land designated for resettlement of slum dwellers affected by infrastructure projects.

Tambaram. with the perspective year 2026 keeping in view the emerging new dimensions in urban development.The CMDA. It is expected that the recommendations of the committee aforesaid may involve substantial amendments to the Tamil Nadu Town and Country Planning Act. ranging between 25 acres to 40 acres. Alandur. The CMDA prepares development plans for spatial development of Chennai metropolitan area by with a public consultation process. Master Plan II for Chennai Metropolitan Planning Area 2026 may change the present position in urban development. besides 28 town panchayats. 1971(“TNTCP”) The TNTCP supersedes TNLRA so far as use of land for development of commercial/ residential purposes is concerned. The Chennai metropolitan area consists of 306 villages in 10 panchayat unions. Avadi. 1961(“TNLRA”) The ownership and holding of land for agricultural purposes within the state of Tamil Nadu is regulated by the TNLRA. which has been published inviting public objections and suggestions and the finalization of the Master Plan-II for Chennai Metropolitan Planning Area. 2026 is likely to take some more time. For example. the state Government has constituted a committee headed by a retired Supreme Court Judge to look into all aspects of developments and to suggest necessary modifications to the Tamil Nadu Town and Country Planning Act. other than agricultural land for development for commercial/ residential purpose is regulated by Tamil Nadu Town and Country Planning Act. 1971 Owing to the rapid increase in the population. is a town planning authority constituted under the Tamil Nadu Town and Country Planning Act. Chennai Metropolitan Development Authority has prepared the draft Master Plan II for Chennai Metropolitan Planning Area. plot frontage. companies. For this purpose the CMDA has prepared a master plan which designates the land use permissible in every part of the Chennai metropolitan area. Chengalpattu. floor space index. is prescribed for educational institutions such as universities and schools. other entities are permitted to hold land for agricultural purposes up to a maximum of 15 acres. individuals. 1971. Under TNTCP. industrialization. and other buildings being constructed for industrial purposes as well as for residential and industrial layouts. 1971. Ambattur. Madavaram. It regulates all physical developments within Chennai Metropolitan Area on planned lines. migration and various other factors. being the parent act. and in particular to the provisions relating to construction and use of the premises. 1971. Ponneri and Poonamallee Taluk in Kancheepuram District. putting pressure on land and infrastructure in the Chennai Metropolitan Planning Area leading to unauthorized developments which are not in conformity with the first Master Plan for Chennai Metropolitan Planning Area in force and the Development Control Rules. 1971. It is expected that the. 8 municipalities and 1 cantonment. plot coverage. Tamil Nadu Land Re-forms (fixation of ceiling on land) Act. The permissible measurements for different buildings are laid down in detail under these rules. Under TNLRA.1971 and some with retrospective effect. height and set back lines for all the varieties of buildings named above. local planning area or site for a new town and appoint a planning authority for these notified areas. The Tamil Nadu Town and Country Planning Act. The CMDA has laid down development control rules for the Chennai metropolitan area in relation to the construction of information technology parks. the government of Tamil Nadu may notify any area within the state to be a regional planning area. ordinary buildings. The use of any land. multi storey buildings. the Thiruvettriyur. The Tamil Nadu Town and Country Planning Act. Permission from the state government could be issued with such conditions as it may deem fit and for a period as may be permitted. These rules prescribe the extent of plot size. and through provisions of the Tamil Nadu Urban Local Bodies Act 1998 and the Tamil Nadu Panchayats Act 1994 which are applied within the overall frame work of Tamil Nadu Town & Country Planning Act. Sriperumbadur. Chennai city and sub-urban areas such as Tiruvallur. A higher ceiling. Kathivakkam municipalities and 28 town panchayats and a large number of villages within 108 . An industrial/ commercial undertaking can make an application to hold agricultural lands in excess of the ceiling limits for industrial/ commercial activity. Pallavaram.

The Gujarat Housing Board Act. 1961 (“GHB Act”) The GHB Act provides for constitution of the Gujarat Housing Board for the purpose of undertaking activities related to housing. The provisions for detailed development of specific areas for housing. In case there is no development plan drawn up by the concerned development planning authority or where there are no development planning authorities. airport and canals. municipal corporations. shopping. 1949 (“BPMC Act”) The BPMC Act was extended to the State of Gujarat in 1973. alter externally or add to any building or to construct or reconstruct any projecting portion of a building to furnish to the chief officer a plan certified by person recognized by the municipality. etc. inspection and eviction of the Commissioner and his authority to levy taxes. local planning area or a new town development shall be used only as per the respective development plan unless otherwise specifically approved by the appropriate planning authority and in accordance with conditions as may be specified by such authority. It provides for duties and powers of municipal authorities and officers including powers of corporation as to acquisition of property. The jurisdiction of the Gujarat Housing Board extends to all urban areas in the state which includes the municipal councils. The plans may also provide that the land reserved or designated in a regional plan. the local authority namely. etc. and town panchayats. commercial. 1963 (“GM Act”) The GM Act provides that the State Government is empowered to constitute municipalities and change the limit of the municipalities. detailed development plan or a new town development plan may be purchased or acquired by the government under the provision of the Land Acquisition Act. for parks and open spaces. 1984. expansion and for new housing. 109 . The BPMC Act further provides that a notice has to be given to the Commissioner of intention to erect building.these areas have been notified as the Chennai 14 Metropolitan Area (“CMA”) and the CMDA is the appointed planning authority for the CMA. The respective development plan/ master plan specifies the usage of land within the local planning area which inter-alia provides for allotment or reservation of land for residential. etc. the height. master plan. shops. Laws specific to the State of Gujarat The Bombay Provisional Municipal Corporations Act. and multi storied buildings. the regional planning authorities. may also be included in these plans. It also provides for powers and functions of the director of municipalities. of land acquired or owned by local planning authority. area reserved for further developments. the collector is empowered to require a person intending to construct. In respect to the notified planning areas. disposal by sale. major streets. industrial and agricultural purposes. which include power to lay down procedure preliminary to imposing tax. the municipality or the panchayat or the special officer would be responsible for granting permission with regard to use of land including the conversion thereof. the allotment or reservation of land for specified purposes. The local planning authority in its detailed development plan may also separately provide for acquisition of any land or other immovable property within the detailed development plan. The GHB Act provides for objectives of the Gujarat Housing Board that include constructing of houses. industries. The Gujarat Municipalities Act. The land within the regional planning area. According to the GM Act. shopping complexes. The act further provides for power of entry. number of storey and size of building. lease. commercial complexes. Any development on a land comprised within a planning area can be undertaken only after obtaining the permission from the respective planning authority. local planning authorities and the new town development authority prepare a detailed development plan/ master plan for the development of the planning area.

etc is allowable only if the same has been specifically approved under the provisions of KLRA. such as the Jamma Tenure Land Holdings in the district of Coorg. ceiling on land holdings are prescribed depending upon the classification of the land as irrigated. and consequently companies can own plantation lands in the state of Karnataka. It provides for constitution of area development authority and urban development authorities. industrial. Under the KTCPA. Karnataka Town and Country Planning Act. holding of agricultural land by companies. 1976 (“GTPUD Act”) The Gujarat Town Planning & Urban Development Act was enacted to consolidate and amend the law relating to the making and execution of development plans and town planning schemes in the state of Gujarat. agricultural. assessment and recovery of development charges. The extent of restriction of land holding reduces depending on the fertility of the land. without any ceiling. are applicable to certain parts of the state. Under KLRA.000 or more from sources other than agricultural land. provisions governing land ceilings. for Grade-A irrigated lands. In addition to the restrictions prescribed under the KLRA. the ceiling would be 13 acres. Bangalore rural district and Malur taluk of Kolar district. Further. The GTPUD Act also provides for appointment of a town planning officer and levy. Similarly. 200. recreational. The KLRA exempts certain lands and certain persons from the applicability of some of the provisions of the Act. 1961(“KTCPA”) The KTCPA regulates the planned growth of land use and provides for the development and execution of town planning schemes in the state. The CDP/ ODP provide zoning of land use for residential. dry. Further. The CDP or ODP also provides for the reservation of certain type of land for the purposes of the central and state governments.The Gujarat Town Planning & Urban Development Act. educational and other purposes. the Bangalore International Airport Area Planning Authority (“BIAAPA”) is the planning authority for the area of the proposed new airport at Devanahalli. The planning authority for each area is required to prepare a Comprehensive Development Plan (“CDP”) or an Outline Development Plan (“ODP”) indicating the manner in which the development and improvement of the entire planning area is to be carried out and regulated. plantation lands are exempted from the applicability of inter-alia. Laws relating to the state of Karnataka Karnataka Land Reforms Act. the Bangalore Metropolitan Region Development Authority (“BMRDA”) is the planning authority for the Bangalore Metropolitan Region (“BMR”). which places restrictions on the ability to buy or sell land in such parts. semi-irrigated. height of the building. Under the provisions of KLRA. For example. 2003 The Gujarat Value Added Tax Act prescribes certain requirements in relation to the payment of value added tax in the state of Gujarat. The KLRA also contains detailed provisions governing tenancies on such land. For example. The KLRA restricts the maximum extent of agricultural land that could be owned or possessed by any person to 54 acres. etc. no person other than a person cultivating the land personally shall be entitled to hold agricultural land. planning authority or public utility undertakings and also for the designation of certain areas as areas of special control. which are subject to certain regulations on building line. under KLRA. architectural 110 . 1961(“KLRA”) The ownership and holding of land for agricultural purposes within the state of Karnataka is regulated by the KLRA. Bangalore and its environs. certain specific regulations. FAR. The Gujarat Value Added Tax Act. for example. a person having an assured annual income of Rs. the state government is empowered to notify an area as a local planning area and also appoint a planning authority for such an area. comprising Bangalore urban district. shall not be entitled to acquire further agricultural land. commercial.

REGULATIONS REGARDING FOREIGN INVESTMENT 111 . The documents to be submitted for any change in land use should include the plan of the land in respect of which the permission is requested. pollution clearances. Conversion of land from non-commercial use to commercial use: Under the KTCPA. tax paid receipt and sanction plan of construction. or such authority to whom powers in this regard may be delegated. etc. These developments can be carried out only with a written permission of the planning authority. The standard conditions for the approval of conversion of agricultural land for residential/ commercial purposes inter alia require that the construction on converted land be carried out according to the plan sanctioned by the appropriate authorities that the land should be used only for the purpose for which it is converted. town panchayat and pollution control board. Under the provisions of the LRA. would need to be in accordance with the provisions of the KTCPA and the CDP or ODP. The finalised development plan is termed as the CDP. All areas within the jurisdiction of a planning authority will be subject to zoning regulations pertaining to usage of land for residential. After the payment of the conversion fine. then the applicant has to be issued a notice to pay the ‘conversion fine’ (fee payable on conversion of land) within 15 days of the notice. The process of granting or rejecting conversion is required to be completed within 45 days of receipt of the application. title documents. any person who wishes to divert agricultural land for any other purpose is required to make an application through the tahsildar to the jurisdictional deputy commissioner. If the appropriate authority requires any further information in respect of the property. before commencing any construction activities on the land. 1964 (“LRA”). Granting of permission for conversion of agricultural land to non-agricultural land does not automatically entitle the occupant to utilise the land for nonagricultural purposes without obtaining sanctions or permissions from local authorities such as municipal corporations. etc. Every land use. If the planning authority fails to communicate its decision of granting or rejecting the application for change of land use within a period of 3 months from the date of application. the relevant authority has the power to demolish the structure without notice to the owners. if any. the specifications with regard to boundary margins should be complied with. If conversion is to be granted. and if any construction on the land is carried out for any purpose other than for which conversion has been sanctioned. and all other forms and documents for change in land use as prescribed by the planning authority concerned. The occupant should apply to the local authorities subsequent to the conversion order and obtain all requisite approvals including plan sanctions. Processes for Obtaining Approval for Conversion of Land in Karnataka Conversion of land from agricultural to commercial purposes: Land conversion in the state of Karnataka is governed by the provisions of the Karnataka Land Revenue Act. the applications for electricity and water supply should be made to the relevant authorities in the prescribed application or form. the government of Karnataka would finalise the development plan. which is contained in a commencement certificate issued in the form prescribed under the KTCPA. the deputy commissioner or such other designated authority will issue the conversion order in the prescribed form. etc.features. the applicant will be intimated within a week of receipt of the application. the permission applied for shall be deemed to have been granted. the planning authority would prepare the ODP and after receiving comments or objections from the public. permission for change of land use shall be deemed to have been granted. katha certificate. The KTCPA permits the planning authority to allow the change of land use with the prior approval of the state government. The LRA also states that in the case where the deputy commissioner fails to inform the applicant of the decision on the application for conversion within a period of 4 months from the date of receipt of the application. The deputy commissioner would consider the application from the perspective whether the diversion is likely in accordance with law and in the interest of general public. commercial and industrial purposes. provided the proposed land use is in accordance with the CDP. change in land use and development in the area covered by the CDP or ODP.

3. and the relevant Press Notes issued by the Secretariat for Industrial Assistance. As per current foreign investment policies. educational institutions. which is also open to FDI Investment in participatory ventures in (a) to (c) above Investment in housing finance institutions. including both roads and bridges Investment in manufacture of building materials. however the foreign investor is required to follow certain prescribed procedures for making such investment. unless specifically restricted. but not be restricted to. f. housing. subject to Special Economic Zones Act. 2005 and the Foreign Trade Policy. While the Industrial Policy. recreational facilities. Further. The GoI has permitted FDI of up to 100% under the automatic route in townships. c. city and regional level infrastructure). e. housing. FEMA Regulations. The said annexure. specifies the following as activities under the automatic route in which Investment are permitted only by NRI’s: a. 4 (2006 series) (Press Note 4). 1991 of the Government of India and FEMA. 2 (2005 series) (Press Note 2) and Press Note No. built-up infrastructure and construction-development projects (which would include.Foreign Investment in the Real Estate Sector Foreign investment in Indian securities is regulated through the Industrial Policy. hospitals. foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals. 6. state that the investment cap in the real estate on the activities in the ‘Housing and Real Estate’ is permit investment to the extent of 100% only by NRIs in the following specified areas: 1. FDI Manual Item No. which is also open to FDI as an NBFC. g. Development of serviced plots and construction of built up residential premises Investment in real estate covering construction of residential and commercial premises including business centres and offices Development of townships City and regional level urban infrastructure facilities. 5. Under the Industrial Policy. Foreign investment in the real estate sector is regulated by the relevant provisions of the FDI Manual dated November 2005 (“FDI Manual”). b. foreign investment is not permitted in the Real Estate Industry. (Real Estate Sector). subject to certain conditions contained in Press Note No. including both roads and bridges Investment in manufacture of building materials. GoI. 7. 4. 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy. d. FDI upto 100% is allowed under the automatic route in Special Economic Zones and Free Trade Warehousing Zones covering setting up of these Zones and setting up units in the Zones. 2. hotels. FEMA Regulations The FEMA Regulations. 112 . FEMA regulates the precise manner in which such investment may be made. 9 of Annexure II to the said FDI Manual outlines the sectoral caps in relation to ‘Housing and Real Estate’. all other forms of FDI are prohibited in relation to Housing and Real Estate Business. which is also open to FDI as an NBFC. as per the sector-specific policy for FDI. which is also open to FDI Investment in participatory ventures in (a) to (e) above Investment in housing finance institutions. Development of serviced plots and construction of built up residential premises Investment in real estate covering construction of residential and commercial premises including business centres and offices Development of townships City and regional level urban infrastructure facilities. resorts. However. commercial premises.

bearing No. Note: As per the existing policy of the GoI. water supply. commercial premises. subject to the compliance with the following requirements. c. recreational facilities. recreational facilities. 5(6)/2000-FC dated March 3. housing.000 square meters In case of a combination project. At least 50% of the project must be developed within a period of five years from the date of obtaining all statutory clearances. housing. The RBI by its letters dated January 25. a. DIPP and notified by RBI by notification no. multilateral and bilateral development financial institutions are not permitted to participate in the Issue. 136/2005-RB dated July 19. would monitor compliance of the above conditions by the developer. 2005 (“Press Note”). commercial premises. 3. The State Government/ Municipal Local Body concerned. The said Press Note has also amended certain press notes which have been issued earlier. housing. resorts. educational institutions. “Underdeveloped plots” will mean where roads.Press Note 2 of 2005 The law in relation to investment in the real estate sector has further been modified vide Press Note 2 of 2005. FDI up to 100% under the automatic route is allowed in ‘townships. city and regional level infrastructure)’. hotels. However. 2000’. Minimum area to be developed under each project is as under 1. FEMA 20/2000-RB dated May 3. OCBs cannot participate in this Issue. 2008 and March 19. In case of construction-development projects. builtup infrastructure and construction-development projects (which would include. 2. but not be restricted to. The investor is permitted to exit earlier with prior approval of the Government through the FIPB. The investor would not be permitted to sell undeveloped plots. Under the said Press Note. Therefore applicable law only permits investment by an NRI under the automatic route in the ‘Housing and Real Estate’ sector upto 100% in relation to townships. which approves the building/development plans. In case of development of serviced housing plots. it is provided that FII investments in any pre-ipo placement would be treated on par with FDI and will have to comply with the guidelines for such FDI in terms of lock-in period and other conditions prescribed vide Press Note 2 (2005 series) issued by Ministry of Commerce & Industry. anyone of the above two conditions would suffice Minimum capitalization of US$ 10 million for wholly owned subsidiaries and US$ 5 million for joint ventures with Indian partners. Original investment is not to be repatriated before a period of three years from completion of minimum capitalization. sewerage and other conveniences as applicable under prescribed regulations have not been made available. city and regional level infrastructure) and additionally permits upto 100 % FDI in the ‘Housing and Real Estate’ subject to compliance with the terms provided in press note 2 of 2005. d. drainage. a minimum built up area of 50. educational institutions. 2005. The funds are to be brought in within six months of commencement of business of the company. b. resorts. a minimum land area of 10 hectares. 2008 has clarified that ‘FIIs may subscribe to the proposed IPO of your company under the portfolio investment scheme (PIS) in terms of Regulation 1(5) of schedule 2 to RBI Notification No. Non-residents such as FVCIs. street lighting. built-up infrastructure and constructiondevelopment projects (which would include. but not be restricted to. housing. 113 . hospitals. e. hospitals. hotels. in the same field.

we have diversified into Ahmedabad. We are a fully integrated real estate development company undertaking our projects through our in-house team of professionals and by partnering with companies with domestic and international operations. For further details regarding the Company see the section “Our Business”.7 acres of land at B. There have been no injunctions or restraining order against the Company. Mangalore. Chennai and Kochi. Chandigarh. Bangalore. Our current portfolio of 391. Tied up with the Clinton Climate Initiative for our Godrej Garden City project in 2006 2007 2008 2008 2009 2009 2009 2009 114 . commercial and township developments. in partnership with The Economic Times. Kochi and Chennai. Road. For details of the change in our name. Mumbai . In the year 1987. please refer to the section titled “General Information” beginning on page 15 of this Draft Red Herring Prospectus. Desiree Mohan Thakur. Kolkata Ranked among the top 10 construction companies in India by Construction World Expansion into several cities across India including Ahmedabad.HISTORY AND CORPORATE STRUCTURE Our Company was originally incorporated as Sea Breeze Constructions and Investments Private Limited on February 8.MGSM Launch of first project in Pune – Godrej Millennium Godrej Woodsman Estate launched in Bangalore Executed agreement for the first project in Kolkata . Key Events and Milestones Year 1989 1991 1994 1996 1997 1999 2004 2005 2006 Key Events. we became a part of the Godrej group and in the year 1989 we became a subsidiary of Godrej Industries Limited (erstwhile Godrej Soaps Limited). Chandigarh. We are a real estate development company based in Mumbai. Mohan Khubchand Thakur and Mrs. Currently. 2008 from Accommodation Times Ranked 1st in the Construction & Real Estate category in India’s Best Companies to Work For 2009 awarded by The Great Place to Work® Institute. Cypress (part of Godrej Edenwoods in Thane) Awarded the ISO 9002: 1994 certification by Bureau Veritas Quality International Completion of first commercial project at Bandra.13 million square feet in Mumbai. in Thane. 1985 by Mr. Pune and Bangalore. Milestones and Achievements Godrej Industries Limited (erstwhile Godrej Soaps Limited) forays into the real estate business Signed MoU for our first project in Thane – Godrej Edenwoods Completion of first residential building. Ranked one of India’s Top 10 Builders by Construction World Implemented SAP across all projects Received award for Corporate Governance of the Year. “Godrej Edenwoods”. Kolkata and Hyderabad. We signed up for our first project. Recently. India. Our Promoters and Promoter Group”and “Group Companies” beginning on page 75 of this Draft Red Herring Prospectus. T. Maharashtra and have a presence in 10 cities in India. Mumbai in May 1991 and have since completed and delivered 23 projects aggregating approximately 5.Godrej Waterside Tied up with Rallis India Limited for first project in Hyderabad Planet Godrej received the Pinnacle Award by Zee for the best upcoming real estate project in India Planet Godrej received the ZEE Business Pinnacle Award for Best upcoming project Acquired 26. our business focuses on residential.04 acres includes projects in 10 cities across India. We initially concentrated our real estate business in the Mumbai Metropolitan region and later expanded our operations to include other cities such as Pune.

2004 115 . exchange or otherwise acquire. 2001 a) Clause III (A) 2 of the memorandum of association was deleted from the main objects of the Company b) Sub . 2001. Executed memorandum of understanding with Godrej Industries Limited to develop one of our Forthcoming Projects in Vikhroli. turn to account or otherwise deal. alter.000 equity shares of Rs. immovable and movable properties other properties. prepare. acquire. deal. advisers. 500. 500. survey. planners. prepare building sites. clubs.000 to Rs.000 equity shares of Rs. furnish and maintain. A fresh certificate of incorporation subsequent to the name change was granted on July 16. and to construct. 1995 August 1. In the year 1991. sell. lands. 25. pulldown.000 The authorised share capital of the Company was increased from Rs. Mumbai Ranked one of India’s Top 10 Builders by the Construction World Architect & Builder Awards. builders. 1990 Particulars The name of the Company was changed from Sea Breeze Constructions and Investments Private Limited to Godrej Properties and Investments Private Limited.000. reconstruct repair. mainsonetts. take on lease.000 The status of the Company was changed from that of a deemed public limited company under Section 43A of the Companies Act to a public limited company under section 44 of the Companies Act by a special resolution of the members passed at the extraordinary general meeting held on August 1.000. commercial complex. develop. markets. experts. immovable and movable properties and for that purpose. lessors. 100. developers. dwelling houses. 2001 November 23. furnishers. 25. hold mortgage. the following changes have been made to our Memorandum of Association: Date July 2. dispose off. surveyors. 1990 by the RoC. Milestones and Achievements Ahmedabad. remodel. 10 each aggregating to Rs. flats.000 to Rs. 1991 December 2. 1994 February 6. improve.000 The authorised share capital of the Company was increased from Rs. layouts.clauses 3 to 47 under clause III of the memorandum of association were renumbered as sub – clauses 2 to 46 c) The object clause of the Company was amended pursuant to Section 18(1) of the Companies Act 1956 by inserting clauses III (C) 47. The RoC certificate was February 28. shops.000. work shops and other fixtures. house and estate agents. offices. 1992 January 10. the status of the Company was changed to a deemed public company by deletion of the word “private” from the name of the Company Authorised capital changed from 5. 2009 Our Main Objects Our main objects as contained in our Memorandum of Association are: “To carry on business as dealers. designers in real estate. 100 each to 50. The approval from the RoC was received on September 18. 48 and 49. re-sellers. factories. decorate. theatre. improve.” Amendments to the Memorandum of Association Since our incorporation.Year 2009 2009 Key Events. manage. auctioners.

2006 between our Company and HDFC 116 . Mumbai – 400 001. HDFC Ventures Trustee Company Limited and Godrej Realty Private Limited A share subscription agreement (“Subscription Agreement”) was entered into on March 16. Eastern Express Highway. Eastern Express Highway. our Company and Godrej Realty agree to indemnify the Investor.000 (“Investor Subscription Amount”) at the rate of Rs.000 equity shares of Godrej Realty (“GPL Subscription Shares”) for an aggregate consideration of Rs. 1987 June 1. Mumbai – 400 079 to Godrej Bhavan. 2004 Particulars The name of the Company was changed from Godrej Properties and Investments Limited to Godrej Properties Limited. 4A. 100. 2007 Changes in the Registered Office Date June 16.000.900. Bandra. Vikhroli. its affiliates.000 (“GPL Subscription Amount”) at the rate of Rs. covenant or agreements made or failure to perform any obligation of our Company or Godrej Realty under or pursuant to this Subscription Agreement. Shareholders Agreement between our Company and HDFC Ventures Trustee Company Limited in respect of Godrej Realty Private Limited A Shareholders Agreement (“SHA”) was entered into on March 16. 2004 November 23. The persons nominated by the Investor shall be appointed as directors on the Board of Godrej Realty in accordance with the Shareholders Agreement.000. warranty. 2006 between our Company. Under the Subscription Agreement. Home Street. 4.000 equity shares (“Investor Subscription Shares”) for an aggregate consideration of Rs. Waterfield Road. officers. 2004 The authorised share capital of the Company was increased from Rs. 2004 Particulars Our registered office was shifted from 179. affiliates and agents (“Indemnified Persons”) from and against all claims asserted against or incurred by the Indemnified Persons. the Investor agreed to subscribe to 490. Fort. associated entities and their respective directors. 5.Date received on December 10. 1. representatives.000. Material Agreements Our Company has not entered into any shareholders agreements with any specific shareholders and thus no rights are provided to any specific shareholders which is inconsistent with the listing agreement in general or clause 49 of the listing agreement in particular. Our registered office was shifted from Pirojshanagar. Mumbai – 400 079. Further. 10 per Equity Share (“GPL Subscription”). Bombay – 400 050 to Pirojshanagar. 10 per equity share (“Investor Subscription”).000 to Rs. employee. with respect to any matter relating to any breach or inaccuracy of any representation. It is agreed between the parties under the Subscription Agreement that the obligation of our Company to subscribe to the Subscription Shares will arise only if all the representation and warranties continue to be correct and true as on completion date. Share Subscription Agreement between our Company.000 November 16.000. HDFC Ventures Trustee Company Limited (“Investor”) and Godrej Realty Private Limited (“Godrej Realty”) wherein our Company agreed to subscribe to 500. The approval was received from the RoC for the change of name on December 10. 4th Floor. Vikhroli.

each shareholder shall be entitled to appoint/nominate one director. In addition. The Chairman will not have a second and casting vote. extend credit or otherwise make any financial accommodations in relation to Godrej Realty without the express written consent of that shareholder. The terms and conditions of the debentures shall be as agreed between the Parties.000 1. Upon increase in the shareholding percentage of the Investor above the level specified. On the Completion date and upon completion of the Share Subscription. the Investor shall not have any right to transfer or sell its shares in the Godrej Realty to another real estate developer (being the competitor to our Company) without the prior written consent of our Company. The aggregate amount of debentures to be subscribed to shall be as determined by the board of Godrej Realty and shall be in accordance with a determined Business Plan. till such time that the equity shareholding percentage of the Parties in Godrej Realty remains as per the equity shareholding percentages specified in the table above. Investor shall be entitled to transfer all (but not less than all) the shares held by them to any person subject to the “right of first refusal” to our Company. which shall not be unreasonably withheld. the Managing Director/Manager shall be a Director appointed/nominated by the Investor. as the case may be. after the occurrence of the second Completion Date. our Company or their respective Affiliates (“the independent directors”).Ventures Trustee Company Limited in order to regulate their respective relationship in relation to the ownership and management of Godrej Realty Private Limited (“Godrej Realty”) and the terms for the governance. the Parties are entitled to the number of shares as set out below: Party Godrej Properties Limited (“Our Company”) HDFC Ventures Trustee Company Limited (“Investor”) Total Number of Shares 510.000 Percentage of total issued shares 51 49 100 The SHA provides that Godrej Realty will not issue any shares or other securities of the company without the approval of the shareholders by unanimous vote. Such debenture subscription shall be made in terms of one or more subscription agreements or trust deeds as agreed between Godrej Realty. The board of Godrej Realty may appoint one director as the Managing Director and may remove the Managing Director or Manager. No shareholder shall be required to contribute additional funds. Upon increase in shareholding of Investor above the specified percentage. that till the expiry of three and a half years from the Completion date. Pursuant to the transfer provisions contained in the SHA. Our Company shall be likewise. The initial Chairman will be a representative of our Company.000 490. The Investor and our Company shall provide equal amounts of capital through subscription to the debentures. Our Company and the Investor shall. A shareholder can transfer all or any 117 . The “all or none” principle set out above will not apply to a transfer of shares by the Investor pursuant to its “tag along right” or its “drag along rights”. each of whom shall be an individual who is not a director. appoint/nominate two and one directors respectively. from office. an employee or an officer of the Investor. Investor and our Company. The Parties have mutually agreed. A shareholder shall be entitled to require the removal or substitution of any director so appointed/nominated by it. entitled to transfer all (but not less than all) the shares held by them to any person subject to the “right of first refusal” granted to the Investor and the Investor’s “tag along right”. The cost in relation to the issue of debentures shall be borne by Godrej Realty. The first Managing Director/Manager will be the nominee of our Company. as long as the Parties hold shares in the proportion set out above. Each Director shall be entitled to cast one vote at any board meeting. the Chairman shall be appointed/nominated by the Investor. with regard to transfer of shares.000. The Chairman of the board of Godrej Realty shall be a Director appointed/nominated by our Company. management and control of Godrej Realty. Further. our Company and Investor shall provide additional funding for the business of the Company by subscription to optionally convertible debentures issued by Godrej Realty from time to time.

On receipt of the Tag Along Notice. HDFC Ventures Trustee Company Limited (“Investor”) and Godrej Realty Private Limited (“Godrej Realty”). In the event of any default by our Company in completion of the Put Option or the Call Option as the case may be. Such rights shall be exercised by the Investor by issuing a written notice (“the Tag Along Notice”) within the Acceptance Period. Such acquisition shall be completed within 60 days of the receipt of the Tag Along Notice. provided such affiliate executes a deed of adherence agreeing to be fully bound by the terms of the SHA. Investor may. the Investor shall have the right to sell to our Company (and on exercise of such right. The offeree shall have 30 days from the date of receipt of the Transfer Notice (“Acceptance Notice”) to accept the offer with regard to all (and not some) of the Offered Shares by giving written notice to the Offeror.90 million. our Company shall subscribe to all and not less than all of the Investor’s shares (“Put Shares”) and the Investor shall sell such shares at the Put/Call Price. The SHA further provides that the Agreement will terminate upon a party ceasing to be a shareholder in the Company. and during a period of one year after such expiry. However.of its shares to an affiliate. exercise a “tag along right”. of Godrej Realty. If the Investor commits any event of default or such default occurs in relation to the Investor. The share certificates must be stamped/imprinted with a legend stating the applicability of the transfer restrictions contained in the SHA. by mutual agreement of all shareholders. Debenture Subscription Agreement between HDFC Ventures Trustee Company Limited. If Offeree fails to issue an acceptance notice during the acceptance period. at the same price at which the Investor seeks to sell its shares to such third party (“the Drag Along Right”). The SHA also provides for a “right of first refusal” whereby if a shareholder wishes to sell or transfer its shares to a third party (“Transferee”). the Investor shall have “drag along rights”. If however. shall first offer such shares (“Offered Shares”) to the other shareholder (“the Offeree”) by a written notice (“Transfer Notice”). the Investor shall have the obligation to sell) all of the Investor’s shares (“the Call Option”) at Call Price. Godrej Properties Limited and Godrej Realty Private Limited A debenture subscription agreement (“Debenture Agreement”) was entered on March 16. the Offeror must ensure that the Transferee also acquires the Investor’s shares specified in the Response Notice for the same consideration and upon the same conditions of sale as applicable to the Offered Share. The subscription and sale of the Put Shares shall be completed within 60 days of the receipt of the Put Notice by our Company. in which case the Offeree shall subscribe to the Offered Shares at the price stated in the Transfer Notice. the Investor shall have the right to exercise the Drag Along Right. 147. Such subscription and sale shall be completed within a period of 60 days of the date of receipt by the Offeror of the Acceptance Notice. instead of exercising its right of first refusal. the Investor may. The SHA further provides that if our Company commits any event of default or such default occurs in relation to our Company. the Offeror shall be free thereafter to dispose of all of the Offered Shares to the Transferee on the same conditions of sale within a period of 60 days from the expiry of the acceptance period. 2006 between our Company. 118 . elect to exercise its “right of first refusal” or its “tag along right”. Upon receipt of a Transfer Notice. the Investor shall have the right to exercise the Put Option at the Put Price. our Company shall have the obligation to buy) all of the Investor’s shares (the “Put Option”) at the Put/Call Notice. if the Company is wound up by resolution of shareholders or an order of a Court or if the Company is listed on a securities exchange (in India or otherwise). at its discretion. no shares will be transferred or transmitted to or otherwise registered in the name of an individual. wherein the Investor shall have the right to call upon our Company and our Company shall be under an obligation to sell their entire shareholding in the Company to a third party identified by the Investor. On the expiry of three and a half years from the Completion Date. wherein our Company agreed to subscribe to secured redeemable optionally convertible debentures of Rs. our Company shall have the right to acquire from the Investor (and on exercise of such right. This right cannot be exercised by the Investor for a transfer of shares to its Affiliates. The Notice shall also specify the number of Investor’s Shares to be subscribed to by the Transferee. providing a sum of Rs. such shareholder (“the Offeror”). At the delivery of the Put Notice. the Put Option is not exercised within the one year period. whereby the Investor shall have the right to require the Offeror to ensure that the Transferee also subscribes to a proportionate number of the Investor’s share (in proportion to the number of Shares then held by them) together with Offeror’s shares. 10 each of an aggregate nominal value of Rs.

2007 between our Company.000 (“GPL Subscription Amount”) at the rate of Rs.600.000 Percentage of total issued shares 51 49 100 119 . 56.75 million respectively. 4. Further. Shareholders Agreement between our Company and HDFC Ventures Trustee Company Limited in respect of Godrej Waterside Properties Private Limited A Shareholders Agreement (“SHA”) was entered into on July 3. The Company and Investor shall further provide a sum of Rs.25 and Rs. the Investor and Godrej Realty have entered into an amendment agreement dated June 10. 142. Share Subscription Agreement between our Company.000 equity shares of Godrej Waterside (“GPL Subscription Shares”) for an aggregate consideration of Rs. employee.000 490. affiliates and agents (“Indemnified Persons”) from and against all claims asserted against or incurred by the Indemnified Persons.a.000 (“Investor Subscription Amount”) at the rate of Rs.a. with respect to any matter relating to any breach or inaccuracy of any representation. 10 each of an aggregate nominal value of Rs. 10 per Equity Share (“GPL Subscription”). 89. Further.000 1. It is agreed between the parties under the Subscription Agreement that the obligation of our Company to subscribe to the Subscription Shares will arise only if all the representation and warranties continue to be correct and true as on completion date.58. providing a sum of Rs.10 million. 2009 on the principal amount of the debentures instead of 10% p.000 equity shares (“Investor Subscription Shares”) for an aggregate consideration of Rs. the Parties are entitled to the number of shares as set out below: Party Godrej Properties Limited (“Our Company”) HDFC Ventures Trustee Company Limited (“Investor”) Total Number of Shares 510. Gujarat for securing the Debentures and has appointed IL&FS Trust Company Limited to be its Trustee to the said issue. warranty. to the debenture holders with effect from January 1.65 million as advance. HDFC Ventures Trustee Company Limited (“Investor”) and Godrej Waterside Properties Private Limited (“Godrej Waterside”) wherein our Company agreed to subscribe to 460. covenant or agreements made or failure to perform any obligation of our Company or Godrej Waterside under or pursuant to this Subscription Agreement. Godrej Realty has created a security on its immovable property at Kadi. The persons nominated by the Investor shall be appointed as directors on the Board of Godrej Waterside in accordance with the Shareholders Agreement.900. as agreed upon earlier. its affiliates.35 million as advance. management and control of Godrej Waterside. Further.000. representatives. the Investor agreed to subscribe to 490. HDFC Ventures Trustee Company Limited and Godrej Waterside Properties Private Limited A share subscription agreement (“Subscription Agreement”) was entered into on July 3. 2006 such that Godrej Waterside shall pay an interest of 1% p. On the Completion date and upon completion of the Share Subscription. 2011. 10 per equity share (“Investor Subscription”). associated entities and their respective directors. 2007 between our Company and HDFC Ventures Trustee Company Limited in order to regulate their respective relationship in relation to the ownership and management of Godrej Waterside Properties Private Limited (“Godrej Waterside”) and the terms for the governance. 85. our Company and Godrej Waterside have agreed to indemnify the Investor. our Company. Under the Subscription Agreement. 2009 in terms of which the parties have agreed to amend the terms of the debenture subscription agreement dated March 16. The parties have also agreed that the moratorium period for payment of the accrued interest to the debenture holders shall be extended upto March 31. officers. 4. the Investors agreed to subscribe to secured redeemable optionally convertible debentures of Rs.

the Investor may. that till the expiry of three and a half years from the Completion date. A shareholder can transfer all or any of its shares to an affiliate. The “all or none” principle set out above will not apply to a transfer of shares by the Investor pursuant to its “tag along right” or its “drag along rights”. In addition. each shareholder shall be entitled to appoint/nominate one director. our Company or their respective Affiliates (“the independent directors”). the Investor shall not have any right to transfer or sell its shares in Godrej Waterside to another real estate developer (being the competitor to our Company) without the prior written consent of our Company. our Company and Investor shall provide additional funding for the business of the Company by subscription to optionally convertible debentures issued by Godrej Waterside from time to time. Pursuant to the transfer provisions contained in the SHA. The cost in relation to the issue of debentures shall be borne by Godrej Waterside. Our Company shall be likewise. the Chairman shall be a Director appointed/nominated by the Investor. Each Director shall be entitled to cast one vote at any Board meeting. from office. entitled to transfer all (but not less than all) the shares held by them to any person subject to the “right of first refusal” granted to the Investor and the Investor’s “tag along right”. Investor shall be entitled to transfer all (but not less than all) the shares held by them to any person subject to the “right of first refusal” granted to our Company. However. Such debenture subscription shall be made in terms of one or more subscription agreements or trust deeds as agreed between Godrej Waterside. The first Managing Director/Manager will be the nominee of our Company. The share certificates must be stamped/imprinted with a legend stating the applicability of the transfer restrictions contained in the SHA. Our Company and Investor shall till such time that the equity shareholding percentage of the Parties in Godrej Waterside remains as per the equity shareholding percentages specified in the table above. after the occurrence of the second Completion Date. no shares will be transferred or transmitted to or otherwise registered in the name of an individual. The aggregate amount of debentures to be subscribed to shall be as determined by the Board and shall be in accordance with a determined Business Plan. whereby the Investor shall have the right to require the Offeror to ensure that the Transferee 120 . in which case the Offeree shall subscribe to the Offered Shares at the price stated in the Transfer Notice. appoint/nominate two and one directors respectively. The initial Chairman will be a representative of our Company. No shareholder shall be required to contribute additional funds. Upon increase in shareholding of Investor above the specified percentage. shall first offer such shares (“Offered Shares”) to the other shareholder (“the Offeree”) by a written notice (“Transfer Notice”). The terms and conditions of the debentures shall be as agreed between the Parties. which shall not be unreasonably withheld. as the case may be. The SHA also provides for a “right of first refusal” whereby if a shareholder wishes to sell or transfer its shares to a third party (“Transferee”). extend credit or otherwise made any financial accommodations in relation to Godrej Waterside without the express written consent of that shareholder. Upon receipt of a Transfer Notice. provided such affiliates executes a deed of adherence agreeing to be fully bound by the terms of the SHA. each of whom shall be an individual who is not a director. such shareholder (“the Offeror”). The Chairman of the Board shall be a Director appointed/nominated by our Company. The Investor and our Company shall provide equal amounts of capital through subscription to the debentures. The Parties have mutually agreed.The SHA provides that Godrej Waterside will not issue any shares or other securities of the company without the approval of the shareholders by unanimous vote. The Board may appoint one director as the Managing Director or manager and may remove the Managing Director or Manager. A shareholder shall be entitled to require the removal or substitution of any director so appointed/nominated by it. Investor and our Company. Further. The Chairman will not have a second and casting vote. Upon increase in the shareholding percentage of the Investor above the level specified. exercise a “tag along right”. Such subscription and sale shall be completed within a period of 60 days of the date of receipt by the Offeror of the Acceptance Notice. an employee or an officer of the Investor. with regard to transfer of shares. The offeree shall have 30 days from the date of receipt of the Transfer Notice (“Acceptance Notice”) to accept the offer with regard to all (and not some) of the Offered Shares by giving written notice to the Offeror. instead of exercising its right of first refusal. as long as the Parties hold shares in the proportion set out above. the Managing Director/Manager shall be a Director appointed/nominated by the Investor.

2011. at the same price at which the Investor seeks to sell its shares to such third party (“the Drag Along Right”). In the event of any default by our Company in completion of the Put Option or the Call Option as the case may be. 2007 between Gulmohar Trading Private Limited. Further. the Investor shall have the right to exercise the Drag Along Right. the Investor and Godrej Waterside have entered into an amendment agreement dated June 10. the Investors agreed to subscribe to secured redeemable optionally convertible debentures of Rs. Gujarat for securing the Debentures and has appointed IL&FS Trust Company Limited to be its Trustee to the said issue. 2007 between our Company. The SHA further provides that the Agreement will terminate upon a party ceasing to be a shareholder in the Company. the Investor shall have “drag along rights”. of Godrej Waterside. at its discretion. the Offeror must ensure that the Transferee also acquires the Investor’s shares specified in the Response Notice for the same consideration and upon the same conditions of sale as applicable to the Offered Share. The SHA further provides that if our Company commits any event of default or such default occurs in relation to our Company. At the delivery of the Put Notice. elect to exercise its “right of first refusal” or its “tag along right”. the Investor shall have the obligation to sell) all of the Investor’s shares (“the Call Option”) at Call Price. On receipt of the Tag Along Notice. our Company shall have the obligation to buy) all of the Investor’s shares (the “Put Option”) at the Put/Call Notice. 142. Debenture Subscription Agreement between HDFC Ventures Trustee Company Limited.also subscribes to a proportionate number of the Investor’s share (in proportion to the number of Shares then held by them) together with Offeror’s shares.a.79. Godrej Properties Limited and Godrej Waterside Properties Private Limited A debenture subscription agreement (“Debenture Agreement”) was entered on July 3. Investor may.000. Such acquisition shall be completed within 60 days of the receipt of the Tag Along Notice. wherein the Investor shall have the right to call upon our Company and our Company shall be under an obligation to sell their entire shareholding in the Company to a third party identified by the Investor. Hotahoti Wood 121 . 2007 such that Godrej Waterside shall pay an interest of 1% p. The Notice shall also specify the number of Investor’s Shares to be subscribed to by the Transferee.. If Offeree fails to issue an acceptance notice during the acceptance period. the Investor shall have the right exercise the Put Option at the Put Price. If the Investor commits any event of default or such default occurs in relation to the Investor. for an aggregate nominal value of Rs. our Company shall have the right to acquire from the Investor (and on exercise of such right. as agreed upon earlier. On the expiry of three and a half years from the Completion Date.10 million. our Company. 2009 on the principal amount of the debentures instead of 10% p. Chemo Traders Private Limited. if the Company is wound up by resolution of shareholders or an order of a Court or if the Company is listed on a securities exchange (in India or otherwise). 10 each for an aggregate nominal value of Rs. the Put Option is not exercised within the one year period. Share Purchase Agreement in respect of Happy Highrises Limited A Share Purchase Agreement (“SPA”) was entered into on July 18. to the debenture holders with effect from January 1. Loreto Trading and Finance Company Limited. Godrej Waterside has created a security on its immovable property at Kadi. 2009 in terms of which the parties have agreed to amend the terms of the debenture subscription agreement dated July 3. 14. The parties have also agreed that the moratorium period for payment of the accrued interest to the debenture holders shall be extended upto March 31. Further. HDFC Ventures Trustee Company Limited (“Investor”) and Godrej Waterside Properties Private Limited (“Godrej Waterside”). the Offeror shall be free thereafter to dispose of all of the Offered Shares to the Transferee on the same conditions of sale within a period of 60 days from the expiry of the acceptance period. Such rights shall be exercised by the Investor by issuing a written notice (“the Tag Along Notice”) within the Acceptance Period. This right cannot be exercised by the Investor for a transfer of shares to its Affiliates. If however. by mutual agreement of all shareholders. 10 each. wherein our Company agreed to subscribe to secured redeemable optionally convertible debentures of Rs. The subscription and sale of the Put Shares shall be completed within 60 days of the receipt of the Put Notice by our Company.a. the Investor shall have the right to sell to our Company (and on exercise of such right. and during a period of one year after such expiry. our Company shall subscribe to all and not less than all of the Investor’s shares (“Put Shares”) and the Investor shall sell such shares at the Put/Call Price.00.

a sum of approximately Rs. 1974. Further. the Vendors and Happy Highrises Limited and.50 million to be paid to NTC towards payment of the balance consideration payable for purchase of the said land. 2007. Existing bank mandates given by Happy Highrises Limited to be cancelled and substituted by those in favour of persons nominated by our Company. the Vendors shall forward a cheque of Rs.39 million to be paid to NTC towards payment of interest on delayed payment of the balance consideration payable for purchase of the said land. Happy Highrises Limited paid a sum of Rs. Happy Highrises Limited shall be entitled to obtain conveyance in respect of the said land from NTC without any objection by the Vendors. 680 million for payment or discharge of the following liabilities: a) b) c) d) a sum of Rs. Upon execution of the SPA and upon the transfer of shares. Assam.120 equity shares held by them being the entire shareholding of Happy Highrises Limited. Upon execution of the conveyance. In the event. Pursuant to the receipt of consideration as mentioned above. our Company shall be entitled to exit from the proposed project on the said lands. the entire control of Happy Highrises Limited would vest with our Company and the Vendors shall not in any way interfere with the same. Victor Moses & Co. agreed to sell 203. Happy Highrises Limited and our Company. Happy Highrises Limited carries on the business of investments in real estate and as a real estate promoter and developer. Change the existing statutory auditors of Happy Highrises Limited. 2007 for sale of the said land to which Happy Highrises Limited submitted its bid on February 20.. PDJ Export Private Limited and Gancoiss India Private Limited (collectively referred to as the “Vendors”). 457.120 equity shares representing 100% of the issued capital of Happy Highrises Limited. the permissions and/or sanctions and/or approvals which are required for the purpose of obtaining sanction of plan for the proposed project on the said lands is not granted within one year from the date of the SPA.78 million towards payment and discharge of the unsecured loans and advances made to Happy Highrises Limited by North Eastern Publishing and Advertising Company Limited. Resignation of the existing directors to be accepted. Happy Highrises Limited shall apply for and obtain necessary 122 . Pursuant to acceptance of its bid.50 to NTC by May 20. 12. The Central Government transferred the ownership of Bangasree Cotton Mills and the said land to National Textile Corporation (West Bengal. a textile company named Bangasree Cotton Mills was transferred to and/or vested in the Central Government on and from April 1. our Company shall pay to the Vendors a consideration of Rs. NTC floated a tender dated January 19. Purbanchal Prestressed Limited.Products Limited. who shall hold the same in escrow until the building permit for the proposed project on the said land is obtained in the name of Happy Highrises Limited from Panihati Municipality which will be the responsibility of the Vendors. 300 million to M/s. As per the terms of the SPA. 152. As mentioned in the SPA. 610 million and the same was accepted by NTC. 457. Resolution to be passed for change of registered office of Happy Highrises Limited. 1974 alongwith land admeasuring an area of 26. 2007 for a sum of approximately Rs. Thereafter. Appointment of directors of Happy Highrises Limited as nominated be our Company in place of the existing directors. 12. The Vendors. 49. our Company shall convene a meeting of the Board of Directors of Happy Highrises Limited where the following shall take place: i) ii) iii) iv) v) vi) Transfer of shares sold to our Company as per the SPA. by way of the SPA. if required. Solicitors and Advocates.41 million being the stamp duty and registration charges payable on the transfer of the said land by NTC in favour of Happy Highrises Limited. a sum of approximately Rs. NTC allowed Happy Highrises Limited to pay the balance consideration on or before July 19. a sum of approximately Rs. 2007 alongwith interest of approximately Rs. 159.39 million.50 million as earnest money and was liable to pay the balance consideration by of Rs.71 acres (the “said land”). The Vendors at the time of entering the agreement held 203. Bihar and Orissa) Limited (“NTC”). As per provisions of Sick Textiles Undertaking (Nationalisation) Act.

2008 between our Company. Subsequently.10% of the issued and paid up capital of GDPL for a consideration of Rs.50.5% per annum of the gross turnover of the Company. rendering the warranty inaccurate. The payment has been calculated in accordance with the Company’s allocated share of expenses in proportion to its advertising spots. It is further stated in the letter that the Company is required to directly make the payment. Madison Communications Private Limited (“Madison”) and the Godrej group of companies. false or incomplete or any act of default or breach under the Subscription Agreement Share holders Agreement between Red Fort India Real Estate Babur.50.permission and/or sanctions and/or approvals for sanction of plan for construction of the proposed project.11. The terms of the agreement and the license granted thereunder shall subsist until Godrej Industries Limited holds 26% of the total issued equity share capital of the Company. 730 equity shares representing about 25.11. 12. omission. Trademark License Agreement Our Company has entered into a Trademark License Agreement with Godrej Industries Limited dated May 27. default breach or inaccuracy of any of the Promoter Warranties or any act.618 and purchase 123 . representation or declaration. our Company and Godrej Developers Private Limited A Shareholders agreement (“Shareholders Agreement”) was entered into on June 27. 2009 in accordance with which our Company shall pay Godrej Industries Limited a royalty of 0. The agreement is valid for a period of 5 years from the date of the agreement as mentioned above. Red Fort India Real Estate Babur (“Investor”) and Godrej Developers Private Limited (“GDPL”) wherein the Investor agreed to subscribe 16.500. Our Company has acknowledged that the Investor has entered into this agreement on the basis of the warranties given by the Promoter and shall indemnify the Investor and GDPL against any and all damages which arise directly out of or result from any falsity. 21. 2008 between our Company. Our Company has also sold 15. our Company and Godrej industries Limited have entered into an amendment agreement dated May 4.730 equity shares of GDPL for a consideration of Rs.33 million pursuant to the advertising benefits availed by our Company in relation to the DLF Indian Premier League under the Tripartite Agreement proposed to be entered between MSM Satellite (Singapore) Pte Limited (“MSM”). As consideration for the license granted by Godrej Industries Limited. including any further additions. on the consolidated sales and operating income of our Company. 2008 requested our Company to make the payment for an amount of Rs. within two months of the close of each financial year.5% p. The investor shall on subscription of the shares hold 49% of the issued and paid up equity share capital of GDPL. Red Fort India Real Estate Babur (“Investor”) and Godrej Developers Private Limited (“GDPL”) wherein the Investor has agreed to subscribe by itself or through its affiliates 16. 42. It shall be the responsibility of the Vendors to obtain the building permit from Panihati Municipality and to obtain such permissions and/or sanctions and/or approvals from the said authority or authorities.851 per subscription share inclusive of premium.968 to the Investor equity shares for a consideration of Rs. Letter from Godrej Industries Limited to the Company in relation to the proposed “Tri-Partite Advertising Agreement” Godrej Industries Limited has by its letter dated May 28. which shall be paid annually. 21. to Madison Communications Private Limited. which shall be paid quarterly within 30 days of each quarter.618 at the rate of Rs. 2008 pursuant to which Godrej Industries Limited has granted a non-exclusive license to the Company and its subsidiaries to use the registered trademark “Godrej” and the “Godrej logo”. 205.a.218. our Company and Godrej Developers Private Limited A share purchase and subscription agreement (“Subscription Agreement”) was entered into on June 27. its agent. the Company shall pay a royalty of 0. Share Purchase and Subscription Agreement between Red Fort India Real Estate Babur. The Vendors shall obtain such permissions and/or sanction and/or approvals from the said authority or authorities.

by itself or through a nominated affiliate 15. advisors and other representatives against any and all damages.000. litigation.528 equity shares of HHL for a consideration of Rs. 861.18.000 and the Investor to subscribe and pay for the same in the manner and on the terms and conditions of the Subscription Agreement. The Investor shall have a right to transfer any or all if its shares to any person other than the competitor of the HHL only with the written consent of our Company Debenture Subscription Agreement between Milestone Real Estate Fund.000 1% unsecured redeemable debentures.000 1% unsecured redeemable debentures. Our Company is responsible for facilitating the exit of the Investor according to the terms and conditions set out in the Shareholders Agreement. covenant or agreements made or obligation required to be performed under the Subscription Agreement. Resolutions of any matter shall require the affirmative vote of at least one director nominated by the Investor.000. Upon occurrence of aggravated Default. Our Company and Happy Highrises Limited A share purchase and subscription agreement (“Subscription Agreement”) was entered into on August 31. Milestone Real Estate Fund (“Investor”) and Happy Highrises Limited (“HHL”) wherein our Company as agreed to sell to the Investor and the investor has agreed to subscribe 99.52.000. employees. Our company has a right to nominate up to three directors while the Investor can nominate up to two directors. Milestone Real Estate Fund (“Investor”) and Happy Highrises Limited (“HHL”) wherein the Investor has agreed to purchase 99. the parties have to enter into the Debenture subscription Agreement to make provisions for the Company to issue and allot 250. optionally convertible of Rs. The office of chairman shall be held by a promoter director of our Company. 1000 each for a total consideration of Rs. 968 equity shares representing approximately 23. Our Company and Happy Highrises Limited A shareholders agreement (“Shareholders Agreement”) was entered into on August 31. Prior to the closing date under this Subscription Agreement. Right to appoint includes right to appoint/nominate/teminate/replace/re-appoint an alternate in place of the director to attend and vote at board meeting in his absence. consultants. 2009 between our Company. directors. optionally convertible of Rs. 861.528 shares of HHL from our Company for a consideration of Rs. Share holders Agreement between Milestone Real Estate Fund. suits. 1000 each for a total consideration of Rs.000 1% unsecured redeemable debentures. Our company has a right to nominate up to three directors while the Investor can nominate up to two directors.000.00. The investor shall on subscription of the shares hold 49% of the issued and paid up equity share capital of HHL. The investor shall on subscription of the shares hold 49% of the issued and paid up equity share capital of HHL.000 and the Investor to subscribe and pay for the same in the manner and on the tem s and conditions of the Subscription Agreement. agents.90% of GDPL for a consideration of 20. including reasonable legal fees and disbursements therewith which arise directly out of default breach or inaccuracy of any of the warranty. 250. Our Company shall indemnify the Investor and its affiliates and each of their respective officers. Share Purchase and Subscription Agreement between Milestone Real Estate Fund. Prior to the closing date under this Subscription Agreement. the parties have to enter into the Debenture subscription Agreement to make provisions for the Company to issue and allot 250.00. 25.500. GDPL shall be required to purchase all the shares of the Investor.000. Milestone Real Estate Fund (“Investor”) and Happy Highrises Limited (“HHL”) wherein HHL agreed to subscribe to issue and allot 250. 2009 between our Company. 2009 between our Company. at a price which shall ensure the Investor receives IRR of 20% on the aggregate investment amount. Our Company and Happy Highrises Limited A debenture subscription agreement (“Debenture Agreement”) was entered on September 18. optionally convertible of 124 .

00% 49. Mr. Mr.00% 49. For details in relation to the memorandum of understanding entered into with the Ahmedabad Municipal Corporation please see section titled “Our Business – Land Reserves” on page 75 of this Draft Red Herring Prospectus.77% Trustees of Pirojsha Godrej Foundation 23. Kembhavi. Sudheer. with effect from January 31. K.46% 1. Includes one share jointly held with Mr. Rajendra Khetawat and Mr. Nitin M. Korde. Godrej Realty Private Limited (GRPL) GRPL was incorporated under the Companies Act on June 27.5% IRR. The debenture should be redeemed in maximum of four instalments and the amount should not be less than Rs 120 million.00% 1 share 1 share 49. Its name was changed to Godrej Realty Private Limited with effect from January 25. GRPL became a subsidiary of our Company. The debentures can redeemed at the option of HHL three years from the commencement date or two years thereafter for the aggregate debenture subscription price aling wit 17.00%2 49. Milind S.00% 51. Milind S.00% 1 share 100. Adi B Godrej Godrej Properties Limited Red Fort India Real Estate Babur1 HDFC Ventures Trustee Company Limited 51. Includes six shares jointly held with Mr. K. 125 . Korde 2.48% Godrej Investments Private Limited 26. 2005 as Casablanca Properties Private Limited. After the expiration of five years our Company should within two months ensure that the redemption according to terms of the Debenture Agreement. 2006.76% Other Corporate Bodies 11 Shares Godrej Family Members Godrej & Boyce Manufacturing Company Limited 58. holding one share each Our Subsidiaries 1.16% 20.14% 80.00% Godrej Sea View Properties Private Limited Godrej Estate Developers Private Limited4 Happy Highrises Limited IL&FS Trust Company Limited A/c Milestone Real Estate Fund 1. 250. 2006.T.Rs.00% 51. Mr. A flow chart indicating the holdings of the various entities related to our Company is as set out below: Godrej Family Members 49. Jithendran. Mr.26% 3.90% Promoter Group Entities Godrej Industries Limited Others .000.000 to the Investor. P.13% Mr. Shodhan A.00% 100.94% Public Shareholding 20. Principle Business GRPL is engaged in the business of real estate.00% 51. directors & employees of the Company and group companies and their relatives 15. companies. 1000 each for a total consideration of Rs.00%1 Godrej Real Estate Private Limited Godrej Developers Private Limited Godrej Realty Private Limited Godrej Waterside Private Limited 1 share 100.ESOP Trust. Wagle.

2006.00 49.00 49.000.000 1.000.000 490. 10 each. 10. 10 each) 510. 10 each and the paid up capital of GRPL is Rs. 2005 as Bridgestone Properties Private Limited.000. Shareholding Pattern The shareholding pattern of GWPPL as of September 30. Capital Structure 126 .Capital Structure The authorised share capital of GRPL is Rs.000 equity shares of Rs.000. 2007. Milind S.00 100. 10.00 3. Milind S.000 1.000 divided into 1. 2009 is as follows: Name of Shareholders Godrej Properties Limited* HDFC Ventures Trustee Company Limited Total *Includes one share held jointly with Mr. 10 each.000 Percentage Shareholding 51. Capital Structure The authorised share capital of GWPPL is Rs.000 490. Principle Business GDPL is engaged in the business of real estate. 10.000 divided into 1.000. Korde No. Godrej Waterside Properties Private Limited (GWPPL) GWPPL was incorporated under the Companies Act on June 27.000 divided into 1.000.000 Percentage Shareholding 51. of Equity Shares (face value Rs. 2006. 10.000.000 equity shares of Rs. Godrej Developers Private Limited (GDPL) GDPL was incorporated under the Companies Act on March 15. Principle Business GWPPL is engaged in the business of real estate. 10 each) 510.00 2. 2009 is as follows: Name of Shareholders Godrej Properties Limited* HDFC Venture Trustee Company Limited Total *Includes one share held jointly with Mr. Its name was changed to Godrej Waterside Properties Private Limited with effect from January 26.000.000 equity shares of Rs.000 divided into 1. GWPPL became a subsidiary of our Company. with effect from January 31. Korde No. Shareholding Pattern The shareholding pattern of GRPL as of September 30.00 100. 10 each and the paid up capital of GWPPL is Rs.000. of Equity Shares (face value Rs.000 equity shares of Rs.000.

00 100.00 0.000 equity shares of Rs.000 equity shares of Rs. Capital Structure The authorised share capital of GREPL is Rs.000 equity shares of Rs. 2007.000 divided into 50. of Equity Shares (face value Rs.000 Percentage Shareholding 100.000 equity shares of Rs.000 divided into 50. Shareholding Pattern The shareholding pattern of GREPL as of September 30.730 Percentage Shareholding 51. 10 each. Godrej Redfort India Real Estate Babur Total No.000 divided into 50. Principle Business GSVPPL is engaged in the business of real estate. 10 each.000.000 equity shares of Rs.000 divided into 50.00 49. 500. Capital Structure The authorised share capital of GSVPPL is Rs.The authorised share capital of GDPL is Rs. 500. 500. 10 each. 10 each and the paid up capital of GREPL is Rs.00 100.698 66. 127 . 10 each. 667.999 1 50.00 The entire Preference Share Capital of GDPL was redeemed on March 31. 2007. of Equity Shares (face value Rs. Godrej Total No. Adi B. 2009. Godrej Sea View Properties Private Limited (GSVPPL) GSVPPL was incorporated under the Companies Act on March 14. Principle Business GREPL is engaged in the business of real estate.300 divided into 66. The paid up capital of GDPL is Rs. 2009 is as follows: Name of Shareholders Godrej Properties Limited Mr. 10 each and the paid up capital of GSVPPL is Rs.000 non-convertible cumulative redeemable preference shares of Rs.00 0. Shareholding Pattern The shareholding pattern of equity shares of GDPL as of September 30. 10 each) 34. Godrej Real Estate Private Limited (GREPL) GREPL was incorporated under the Companies Act on March 15. 10 each and 10. 500. 1.00 5.000 divided into 90.370 equity shares of Rs. Adi B.031 1 32. 4. 10 each) 49. 2009 is as follows: Name of Shareholders Godrej Properties Limited Mr.

e.200 divided into 203. 2. T. 2008. HHL became a subsidiary of our Company. Godrej Total 6. Mr. Korde. Jithendran.592 99. 2009 is as follows: Name of Shareholders Godrej Properties Limited Mr.Shareholding Pattern The shareholding pattern of GSVPPL as of September 30.000 Percentage Shareholding 100. Capital Structure The authorised share capital of HHL is Rs. 10 each.999 1 50. K. 2009 is as follows: Name of Shareholders Godrej Properties Limited* IL&FS Trust Company Limited A/c Milestone Real Estate Fund Total No.00 0. Its name was changed to Happy Highrises Private Limited on September 3.000 divided into 50.000 equity shares of Rs.00 100. Rajendra Khetawat and Mr. 2009 is as follows: 128 . Santosh Tamhane 7. Nitin M.00 HHL was incorporated under the Companies Act on May 14.500.031. 10 each and the paid up capital of GEDPL is Rs. Shodhan A. with effect from July 18. 2007. 2003.000 divided into 250. 10 each) 49.528 203.120 equity shares of Rs. Principle Business HHL is engaged in the business of real estate. Wagle. 500. of Equity Shares (face value Rs.000 equity shares of Rs.120 Percentage Shareholding 51% 49% 100. Principle Business GEDPL is engaged in the business of real estate. 10 each) 103. 1993 as Mrinal Agencies Private Limited. 10 each and the paid up capital of HHL is Rs. Milind S. Kembhavi.00 *Includes 6 shares held jointly with 6 individuals i. 10 each Shareholding Pattern The shareholding pattern of GEDPL as of September 30. Happy Highrises Limited (HHL) No. Godrej Estate Developers Private Limited (GEDPL) GEDPL was incorporated under the Companies Act on July 11. Mr. 2002 and to HHL as January 24. Shareholding Pattern The shareholding pattern of HHL as of September 30. Mr. Mr. Adi B.000 equity shares of Rs.000 divided into 50. Capital Structure The authorised share capital of GEDPL is Rs. 500. of Equity Shares (face value Rs. Mr. 2.

00 100. Godrej Total Strategic Partners No. 129 .000 Percentage Shareholding 100. Financial Partners As of the date of this Draft Red Herring Prospectus. 10 each) 49. of Equity Shares (face value Rs.999 1 50. our Company has no financial partners.00 0.Name of Shareholders Godrej Properties Limited Mr. Adi B.00 As of the date of this Draft Red Herring Prospectus. our Company has no strategic partners and is not part of any strategic partnerships.

Malabar Hill. Mumbai – 400 006 Date of Appointment: 60 Indian 130 . Designation. The following table sets forth details regarding our Board as of the date of filing the Draft Red Herring Prospectus with SEBI. P. Godrej 40-D. Mumbai – 400 006 Date of Appointment: April 25. The Trees. P. Limited Others: • The Indian School of Business (Member of Executive Board) Public Companies: • Godrej Consumer Products Limited • Geometric Limited • Bajaj Auto Limited • Haldia Petrochemicals Limited • Godrej Industries Limited • Godrej Agrovet Limited • Godrej Sara Lee Limited • Godrej & Boyce Manufacturing Company Limited Private Companies: • Godrej Investments Private Limited Mr. Name. Godrej House. N. Godrej Aashraye. Kher Marg. Adi B. 67 H. G. Walkeshwar Road. B. Godrej Director (Non-Executive) s/o Mr. Godrej Chairman (Non-Executive) s/o Dr. Father’s Name. 1990 Term: Liable to retire by rotation DIN: 00065964 Industrialist Age (Years) 67 Nationality Indian Other Directorships Public Companies : • Godrej Consumer Products Limited • Godrej Industries Limited • Godrej Sara Lee Limited • Swadeshi Detergents Limited • Vora Soaps Limited • Godrej Hershey Limited • Godrej & Boyce Manufacturing Company Limited • Godrej Agrovet Limited • Godrej SCA Hygiene Limited • Nutrine Confectionery Company Limited Private Companies: • Godrej Investments Private Limited Foreign Companies: • Godrej International Limited • Godrej Global Mideast FZE • Godrej Consumer Products (UK) Limited • Keyline Brands Limited • Rapidol (Pty) Limited • Godrej Consumer Products Mauritius Limited • Godrej Kinky Holdings Limited • Kinky Group Pty.OUR MANAGEMENT Under our Articles of Association we cannot have fewer than three directors and more than 16 directors. Address and Term Mr. We currently have 12 directors on our Board. Jamshyd N. B.

P. Address and Term April. • Godrej (Singapore) Pte Limited • Godrej (Vietnam) Company Limited • Godrej & Khimji (Middle East) LLC • Climate Works Foundation • World Resources Institute. Mumbai – 400 006 Date of Appointment: April 25. Father’s Name. G. Kher Marg. USA • Asia Business Council • Mr. 1990 Term: Liable to retire by rotation DIN: 00076250 Industrialist Age (Years) Nationality Other Directorships Illinois Institute of Technology (India) Private Limited • Tata Trustee Company Private Limited • Antrix Corporation Limited Section 25 Companies: • Breach Candy Hospital Trust • Singapore-India Partnership Foundation • Great Lakes Institute of Management • Indian Institute for Human Settlements Foreign Companies: • Godrej (Malaysia) Sdn. 1990 Term: Liable to retire by rotation DIN: 00066195 Industrialist 58 Indian Public Companies: • Godrej Industries Limited • Godrej Consumer Products Limited • Mahindra & Mahindra Limited • Godrej Agrovet Limited • Godrej & Boyce Manufacturing Company Limited • Godrej Gold Coin Aquafeed Limited • Godrej Sara Lee Limited • KarROX Technologies Limited • Tata Teleservices (Maharashtra) Limited • Godrej Tyson Foods Limited • Godrej Oil Palm Limited • The Indian Hotels Company Limited • Cauvery Palm Oil Limited Foreign Companies: • Keyline Brands Limited • Godrej International Limited • Compass BPO Limited • ACI Godrej Agrovet Private Limited. B. Bhd. Bangladesh • Godrej Global Mid East FZE • Rapidol (Pty) Limited Section 25 Companies: 131 . 25. Designation. Malabar Hill. Nadir B.Name. The Trees. Godrej Director (Non-Executive) s/o Dr. B. Godrej 40-D.

2012 DIN: 00434791 Service Mr. Surendra Korde 302 Hira Baug. 67 H. Father’s Name. Godrej Aashraye. Plot No. Designation. Milind S. Godrej House. Mumbai – 400 019 Date of Appointment: April 1. Hiranandani Gardens.Name. 2009 to March 31. Godrej Director (Non-Executive) w/o Mr. 1989 Term: Liable to retire by rotation DIN: 00432572 Company Director Mr. Choudhury Independent Director s/o Mr. 254. Matunga. Powai. 2009 Term: April 1. Telang Road. Walkeshwar Road. Parmeshwar A. Biren Choudhury C-304. Mumbai – 400 076 65 Indian Private Companies: • Indian Hotels and Health Resorts Private Limited Others: • Gates Foundation . Golden Oak CHS. Mumbai – 400 006 Date of Appointment: November 30.Avahan (Board Member) • The Gere Foundation (Board Member) • Cine Blitz Publications (Board Member) • The American India Foundation (Member – India Advisory Board) • The Palace School. Address and Term Age (Years) Nationality Other Directorships • Poultry Processors’ Association of India Mrs. Jaipur (Board Member) 46 Indian Public Companies: • Tahir Properties Limited • Happy Highrises Limited Private Companies: • Godrej Realty Private Limited • Godrej Waterside Properties Private Limited • Godrej Real Estate Private Limited • Godrej Sea View Properties Private Limited • Godrej Developers Private Limited • Godrej Estate Developers Private Limited 66 Indian Public Companies: • Swadeshi Detergents Limited • Vora Soaps Limited • Godrej Agrovet Limited • Wadala Commodities Limited • Godrej Industries Limited 132 . Amit B. Adi B. Korde Managing Director s/o Mr.

D. (Member. D. Managing Committee and Finance Committee) • Indian School of Business (Member Executive Board) • Sir Ratan Tata Trust (Trustee) • Bai Hirabai J. Designation. 2008 Term: Liable to retire by rotation DIN: 00052165 Company Director Age (Years) Nationality Other Directorships 63 Indian Public Companies: • Britannia Industries Limited • ICICI Prudential Life Insurance Company Limited • Piramal Heathcare Limited • ICICI Prudential Trust Limited • Siemens Limited • The Indian Hotels Company Limited Private Companies: • Omnicom India Marketing Advisory Services Private Limited • Sony India Private Limited (also Senior Advisor to Sony Group in India) Foreign Companies: • Goldman Sachs (International Advisor) • Marsh & McLennan Companies Inc. Executive Committee) 133 . Tata Navsari Charitable Institution (Trustee) • The B. L. UK (Member. International Advisory Board) • Oliver Wyman Limited. Father’s Name. Ruparel Marg. Bomi Khurshed Dadiseth 8A Manek. Mumbai – 400 006 Date of Appointment: January 16. International Advisory Board) • Prudential PLC • Fleishman-Hillard Inc. Malabar Hill. 2003 Term: Liable to retire by rotation DIN: 00557547 Company Director Mr. Dadiseth Independent Director s/o Mr. Keki B.Name. Petit Parsee General Hospital (Member. Address and Term Date of Appointment: May 1. (Member. Senior Advisory Board) Others: • Breach Candy Hospital Trust (Member. N.

2008 Term: Liable to retire by rotation DIN: 00043559 Banker/Financial Expert Age (Years) 61 Nationality Indian Other Directorships Public Companies: • ICICI Venture Funds Management Company Limited • Bharat Forge Limited • Firstsource Solutions Limited • Kirloskar Brothers Limited • Nokia Corporation • HPCL-Mittal Energy Limited Private Companies: • Swadhaar FinServe Private Limited Others: • NM Rothschild & Sons (India) Private Limited (Member of Indian Advisory Council) • SVKM’s NMIMS University (Member. 153 – C. Pritam Singh Independent Director 62 Indian 68 Indian Public Companies: • Hero Honda Motors Limited • Dish TV India Limited 134 . Father’s Name. Altamount Road. Olympus Apartments 5C. Dileep M. Matunga. 2008 Term: Liable to retire by rotation DIN: 00433379 Company Director Dr. A Wing. Mumbai – 400 026 Date of Appointment: January 16. Gupte Mhaskar Building. Advisory Board) Private Companies: • Knight Frank (India) Private Limited • Praron Consultancy (India) Private Limited • Dignity Lifestyle Private Limited • Rutley Real Estate Investment Management (India) Private Limited Mr. Address and Term Mrs. Mumbai – 400 019 Date of Appointment: January 16. Dhansukhlal Vakil 701. Designation. Board of Governors) • RAND Centre for Asia Pacific Policy (Member.Name. Board of Governors) • National Instuitute of Industrial Engineering (NITIE) (Member. Sir Bhalchandra Road. Lalita D. Gupte Independent Director w/o Mr. Dean’s Advisory Board) • Welham Girls’ School (Member. Board of Management) • Joseph L Rotman School of Management (Member. Pranay Vakil Independent Director s/o Mr.

Godrej Executive Director s/o Mr. R.No. Walkeshwar Road. Haryana Date of Appointment: January 16. Sujan Singh Park. Godrej House. Golf Apartments. Narayan Independent Director s/o Mr. 2008 Term: November 1. Mumbai – 400 006 Date of Appointment: November 1. A-2/14. 67 H. Gurgoan 122 001. New Delhi .N. Singh H. Pirojsha A. Adi B. Godrej Aashraye. Sector 43. Address and Term s/o Late Mr. S. 1A.Subbaraman 8. Plot No.110003 Date of Appointment: October 25. 2011 DIN: 00432983 Service Mr. 2008 to October 31.Name. 2008 Term: Liable to retire by rotation Age (Years) Nationality Other Directorships • • • The Delhi Stock Exchange Limited Parsvnath Developers Limited Dena Bank Others: • Local board of the Reserve Bank of India (Member) • All India Management Association – Member Governing Council 28 Indian Private Companies: • Godrej Realty Private Limited • Godrej Waterside Properties Private Limited • Godrej Developers Private Limited 66 Indian Public Companies: • Seshasayee Paper & Board Limited • Dabur India Limited • Apollo Tyres Limited • Teesta Urja Limited • Fem Care Pharma Limited • Lakshmi Vilas Bank Private Companies: • Castlewood Trading Private Limited • AIP Power Private Limited 135 .D. PWO Complex.K. Designation. Father’s Name. 2008 Term: Liable to retire by rotation DIN: 00057377 Professor Mr.

. Godrej. J. has been a Director of our Company since 1990 and is the Chairman of our Company. Godrej has completed her Senior Cambridge and studied Fine Arts and Commercial Art at J. National University of Singapore (NUS) • Chair Professor for Banking & Finance at Indira Gandhi National Open University Brief Profile of the Directors Mr. The Gere Foundation. Parmeshwar A. marketing. He has over 18 years of experience in real estate development and has handled diverse portfolios like legal. He holds a Bachelor and Masters degree from the Massachusetts Institute of Technology. Adi B. Ms. Cine Blitz Publications. Mr.A. He holds a Bachelor of Science degree in chemical engineering from the Massachusetts Institute of Technology. Godrej. Godrej is the President of World Wide Fund for Nature. has been the Managing Director of our Company since 2003.A.S.A. He is the Managing Director of Godrej Industries Limited and director in numerous companies. Mr. has been a Director of our Company since 1989. Godrej is the chairman of Godrej Agrovet Limited. Korde. Godrej Sara Lee Limited. Godrej is the Chairman of the Godrej group.S. a Master of Science degree in chemical engineering from Stanford University. He is a law graduate and holds a Bachelor of Science degree. commercial.S. U. Gates Foundation (Avahan). Address and Term DIN: 00094081 Retired IAS Officer Age (Years) Nationality Other Directorships • Artemis Medicare Services Private Limited Sole Proprietorships • Athena Ventures Others • Head of Research & Visiting Senior Research Fellow at the Institute of South Asian Studies. 46 years. American India Foundation and the Palace School in Jaipur. Godrej Hershey Limited. Godrej. Choudhury. U. Godrej is a director of numerous companies. Mr. and a Master of Business Administration degree from Harvard Business School. Godrej. He is Chairman of Godrej Consumer Products Limited. Godrej Industries Limited. secretarial and business development in the Company before being appointed as the Managing Director of the Company. including Godrej & Boyce Manufacturing Company Limited and Godrej Agrovet Limited. 58 years. Mrs.S. Milind S. Mrs. 66 years. Father’s Name. Mr. He holds a Bachelor of Science from the Illinois Institute of Technology. India and the former President of Confederation of Indian Industry and the Indian Machine Tool Manufacturers' Association. Jamshyd N. became managing director in 1991 and chairman of the board in 2000. Jamshyd N. School of Arts. U. Mumbai. He holds a Masters degree 136 . He started his career with Tata Housing and Development Company and joined Godrej Properties Limited in 1990 in the year of its inception. He is also an Associate Member of the Institute of Company Secretaries of India. Mr. and several other Godrej Group companies. USA. 67 years. Mr. has been a Director of our Company since 2003. Mr. has been a Director of our Company since 1990. Designation. Nadir B. has been a Director of our Company since 1990. 65 years. Mr.Name.A. Amit B. Nadir B. Godrej serves on the board of the Indian Hotels and Health Resorts Private Limited. He joined the board of management of Godrej & Boyce Manufacturing Company Limited as a director in 1974. He also serves as a member of the executive board of the Indian School of Business. 60 years. U.

USA and a PhD from Benares Hindu University. He is a Fellow of the Institute of Chartered Accountants of England and Wales. Parsvnath Developers Limited. Ltd. educational. Gupte. Pranay Vakil. 28 years. Australian and Asian Management Schools. Mrs. Dignity Lifestyle Pvt.. management and medical bodies and is currently on the boards of The Indian Hotels Company Limited. 2008. the Kesari Gaurav Sanman Award (2007) for significant contribution in the field of banking. Mr. worked as the Executive Director with Raychem for a period of five years. His tenure in the company included a three-year secondment to Unilever PLC in London from 1984 to 1987 and in 1987 Mr. He also serves on the Board of Godrej Realty Private Limited Godrej Waterside Properties Private Limited and Godrej Developers Private Limited. Siemens Limited. At present he is the Director of Praron Consultancy (India) Private Limited. Britannia Industries Limited. India Limited. Dr. the Economic Times award for corporate excellence for business woman of the year in 2004 – 2005. 62 years. He holds a Masters degree in Commerce from Benares Hindu University. Vakil was the Managing Director of Gesco Corporation Limited and prior to that. He is the co-chairman of Federation of Indian Chambers of Commerce and Industry (FICCI) Real Estate Committee. is an Independent Director of our Company since January 16. Gupte is on board of several companies and educational institutions and has received several awards and recognitions such as the Astitva Award for Lifetime Achievement (2007). among others. 2008. Chairman of Omnicom India Internatinal Advisor to Golman Sachs. 63 years. He is a member of the executive board of the Indian School of Business. Dr. and Rutley Real Estate Investment Management (India) Private Limited. V. Mr. Indiana. He is a member of the international Advisory Board of Marsh & McLennan Companies Inc. 2008. He was appointed Director on the Board of Unilever PLC and Unilever NV in May 2000 and a Member of the Executive Committee. Mr. 2008. Hero Honda Motors Limited. Keki B. Vora Soaps Limited. He joined Hindustan Lever Limited in India in 1973. ICICI Prudential Life Insurance Company Limited. is an Independent Director of our Company since January 16. 68 years. Petit Parsee General Hospital. European. Mr. 2008. Mrs. Dish T. Bloomington. Vakil is presently the Chairman of Knight Frank in India. 61 years. Mr. Piramal Healthcare Limited. Wadala Commodities Limited and Godrej Industries Limited. Godrej. ICICI Prudential Trust Limited and Sony India Private Limited. Lalita D. Dadiseth joined the Board of Hindustan Lever Limited.. During his tenure as director he developed. He is a Trustee of Sir Ratan Tata Trust and Bai Hirabai J. Till October 2001. Mrs.in Economics and Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies. UK and Senior Advisor to Sony Group in India. She holds a Bachelor’s Degree in Economics and a Master’s Degree in Business Management Studies. and a Masters in Business Administration from Columbia Business School. until he became Chairman in 1996. Dena Bank and also a member on the local board of the Reserve Bank of India. Member of Senior Advisory Board of Oliver Wyman Limited. Member of International Advisory Board of Fleishman-Hillard Inc. Choudhury serves on the board of Swadeshi Detergents Limited. is an Independent Director of our Company since January 16. 137 . is an Executive Director of our Company since November 1. Godrej Agrovet Limited. a non-executive director of Prudential PLC. Singh is the author of seven academically reputed books and published over 50 research papers. He is also a Member of the Managing Committee and Finance Committee of Breach Candy Hospital Trust. Mr. Mr. a Masters degree in Business Administration from Indiana University. for Indian Institute of Management at Lucknow and Management Development Institute. Dadiseth is closely associated with various industry. He is also the member of the Executive Committee of The B. Mr. Pirojsha A. In October 2006 she retired as Joint Managing Director and Member of the Board of ICICI Bank Limited. Currently he is on the board of The Delhi Stock Exchange Limited. He retired from Unilever in May 2005. Dadiseth. Gupte is currently the Chairperson of ICICI Venture Funds Management Company Limited. He has been conferred the Padma Shri in 2003 and has been also conferred many prestigious management awards such as UP Ratna Award (2001) and Best Director Award of Indian Management Schools (1998).D. Pritam Singh. a Masters in International Affairs from Columbia University's School of International and Public Affairs. Vakil is a Chartered Accountant and a law graduate by qualification. He holds a Bachelors Degree in Economics from the Wharton School at the University of Pennsylvania. is an independent director of our Company since January 16. collaborations across the world and signed several MoUs with American. N. Tata Navsari Charitable Institution.

Pirojsha A. During the period 2003-2004.000 million. Relationship between our Directors The details of relationship between our Directors are as follows: S. Godrej Mr. Energy and Infrastructure. Jamshyd N. Pirojsha A. from time to time. Name of the Director Mr. Pirojsha A. debentures or debenture-stock of the Company either secured or unsecured by a mortgage or charge over all or any of the property of the Company including its uncalled capital for the time being. MPhil in Economics from the University of Cambridge and PhD from the Indian Institute of Technology (New Delhi). Nadir B. B. Godrej Nature of Relationship Brother Brother Husband Father Brother Brother Brother-in-law Nephew Brother Brother Brother-in-law Nephew Wife Sister-in-law Sister-in-law Mother Son Son Nephew Nephew 2. Godrej 3. B. Godrej 5. Parmeshwar A. Parmeshwar A. Parmeshwar A. Godrej Mr. Godrej Mr. Godrej Mr. Godrej Mr. in development administration. Godrej Mr. S. Godrej Related to Mr. B. Jamshyd N. and debenture-stock bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. Dabur India Limited and Seshasayee Papers & Board Limited. 2007. 2008. Godrej 4. Nadir B. Godrej Mr. Mr. Adi.Mr. 66 years. the Board has been authorized to borrow moneys (apart from temporary loans obtained from the bankers of the Company in ordinary course of business). Jamshyd N. has been an independent director of our Company since October 25. for the purpose of Company’s business upto an aggregate amount of Rs. Godrej Mr. Godrej Ms. Adi. 1956. He has experience of over 40 years in public services in various capacities in both State and Central Governments. The charge/mortgage may be created on all or any 138 . he was an Economic Adviser to the Prime Minister of India and was responsible for implementation of economic policies of several economic Ministries including Finance. in such form and manner and with such ranking and at such time and on such terms as the Board may determine. 2007 in accordance with the provisions of the Companies Act. He holds Masters in Business Administration from the University of South Australia. Godrej Borrowing Powers of our Board In terms of the Articles of Association. the Board may. Mr. Godrej Mr. Godrej Mr. Nadir B. Pirojsha A. Parmeshwar A. 15. Pursuant to resolution passed by the shareholders at the EGM dated November 16. the Company has accorded its consent to the Board of Directors to mortgage and/or create charge in addition to the mortgages/charges created/to be created by the Company. Nadir B. Jamshyd N. Ms. Godrej Mr. Godrej Ms. Parmeshwar A. Godrej Mr. B. in particular by issue of bonds. Adi. Godrej Ms. Adi. Adi. Pirojsha A. Narayan. No 1. Nadir B. B. from time to time. Pursuant to a resolution passed by the shareholders at the EGM dated November 16. at its discretion raise or borrow any sum or sums of money for the purposes of the Company and subject to the provisions of the Companies Act may secure payment or repayment of the same in such manner and terms as prescribed by the Board of Directors. Godrej Ms. Jamshyd N. Godrej Mr. Godrej Mr. He is on the board of directors of several companies some of them are Apollo Tyres Limited. Trade & Commerce. Godrej Mr. Mr.

These perquisites and allowances shall be granted to the Managing Director as per the rules of the Company and in the manner as the Board may decide.00. Details of Appointment of the Managing Director and Executive Director Name Mr. 2008 and the shareholders in their meeting held on January 10. 2008 to October 31. Milind S.of the movable and/or immovable properties of the Company. Flexible Compensation: In addition to the Fixed Compensation and PLVR. The Annual increments will be decided by the Remuneration Committee/Board of Directors depending on the performance of the Managing Director. Godrej November 1. the profitability of the Company and other relevant factors. 139 . 2009 to March 31. trustee(s) or any other person whomsoever participating in extending financial assistance for securing the borrowings of the Company.1. unfurnished residential accommodation and House Rent Allowance at applicable rate as per Company’s rules OR House Rent Allowance as per Company’s rules.000 to Rs. 2009 appointed Mr. Term April 1. The Board of Directors in their meeting held on October 25. 2008. Fixed Compensation: Fixed Compensation shall include Basic Salary and the Company’s Contribution to Provident Fund and Gratuity Fund.000 per month. III. the Managing Director will be entitled to the following allowances. 1956 (“perquisites and allowances”). perquisites. 2012 Mr. Furnishing at residence. Godrej as the Executive Director of the Company for a period of three years with effect from November 1. agent(s). 2009 reappointed Mr. both present and future and/or the whole or any part of the undertaking(s) of the Company to or in favour of the lender(s). 2009. ii. Korde is entitled to receive the following remuneration:I. 2011 Details of Remuneration of the Directors Managing Director: Mr. II. facilities and amenities as per rules of the Company and subject to the relevant provisions of the Companies Act. Korde as Managing Director of the Company for a period of three years with effect from April 1. Korde Contract / Appointment Letter / Resolution The Board of Directors in their meeting held on January 10.5. 2009 and the shareholders in their meeting held on July 27. Pirojsha A. payable monthly. Milind S. i. Housing i. The Basic Salary shall be in the range of Rs. Milind S.70. Pirojsha A. benefits.e. Performance Linked Variable Remuneration (PLVR): Performance Linked Variable Remuneration according to the Scheme of the Company for each of the financial years as may be decided by the Remuneration Committee/Board of Directors of the Company based on Economic Value Added in the business and other relevant factors and having regard to the performance of the Managing Director for each year.

However. the aggregate of such salary and contributions should not exceed Rs. These loans shall be subject to Central Government approval. which the Board in its absolute discretion pay to the Managing Director from time to time. Payment/reimbursement of telephone expenses. Casual/Sick leave as per the rules of the Company. iv. not exceeding 30 days in a financial year. Entertainment Expenses and/or any other allowances. 1956. ix. be in force. Mr. Supplementary Allowance. vii. 3. club facilities. In addition to the above. if any.000 per month.3. provision of telephone(s) at residence. In addition to it. perquisites. facilities and amenities upto a maximum of Rs. Earned/privilege leave. as may be decided by the Remuneration Committee/Board of Directors as per the limits stipulated in Sections 198 and 309 read with Schedule XIII to the Companies Act.00. Payment/reimbursement of medical expenses for self and family. he will also be entitled to Company’s leased accommodation. x. Company cars with driver for official use. 1956. v. vi. 3. the Managing Director will be eligible to encashment of leave.Godrej is entitled to receive the following remuneration : a) Fixed Compensation: Fixed compensation shall include basic salary and the Company’s contribution to provident fund and gratuity fund. Contingency Loan as per rules of the company.900. Details of Appointment of the Executive Director: Mr.Pirojsha Godrej is entitled to allowances. petrol reimbursement. Mr. Overall Remuneration: The aggregate of salary and perquisites as specified above or paid additionally in accordance with the rules of the Company in any financial year.000 plus 85% of the annual basic salary. b) Performance Linked Variable Remuneration Performance Linked Variable Remuneration shall be payable according to the scheme of the Company for each of the financial years as may be decided by the Remuneration Committee/Board of Directors provided such remuneration during his tenure shall be within the limits as stipulated in Sections 198 and 309 read with Schedule XIII to the Companies Act.iii. Car-Washing and Parking Charges. 1956 read with Schedule XIII to the said Act as may for the time being.10. shall not exceed the limits prescribed from time to time under Sections 198. The maximum cost to the Company per annum for the grant of the perquisites and allowances listed above for the Managing Director shall be Rs. Pirojsha A. viii. Payment/reimbursement of Food Vouchers. group insurance cover. benefits. c) Flexible Compensation: In addition to the fixed compensation and performance linked variable remuneration. 309 and other applicable provisions of the Companies Act. Company’s maintained car and 140 .000 per month. Leave Travel Assistance. Pirojsha Godrej will be entitled to such annual increments/increases from time to time in fixed compensation. 269. Encashment/accumulation of leave will be permissible in accordance with the Rules specified by the Company. Housing Loan. perquisites and facilities as per the Rules of the Company. This will include reimbursement of all medical expenses for self and family and leave and leave travel concession as per the rules of the Company in this behalf. group hospitalisation cover. IV. Such other perquisites and allowances as per the policy/rules of the Company in force and/or as may be approved by the Board from time to time. xi. on full pay and allowance.

000 for attending meeting of the committees of the Board. which the Remuneration Committee/ Board of Directors decides from time to time. the Company has no profits or its profits are inadequate. as authorised by Board resolution dated January 16. 1956. 309 and other applicable provisions of the Companies Act. Currently. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. the Board of Directors has 12 Directors and the Chairman of the Board of Directors is a Non- 141 .Pirojsha Godrej will be entitled to such annual increments/increases from time to time in flexible compensation. The corporate governance framework is based on an effective independent Board. Mr.reimbursement of hospitalization expenses for self and family as per the rules of the Company. 1956 read with Schedule XIII to the said Act as may for the time being. in respect of corporate governance including constitution of the Board and Committees thereof. 5. We have a Board constituted in compliance with the Companies Act and listing agreement to be entered in to with the Stock Exchanges and in accordance with best practices in corporate governance. Other Directors: The Company pays its non-whole time Directors sitting fees of Rs. d) Other Reimbursements: Mr. as may be decided by the Remuneration Committee/Board of Directors as per the limits stipulated in Sections 198 and 309 read with Schedule XIII to the Companies Act. Except the Managing Director and the Executive Director who are entitled to statutory benefits upon termination of their employment in the Company. Pirojsha Godrej shall be entitled to remuneration by way of salary. be in force. 20. allowances and perquisites as specified above or paid additionally in accordance with the rules of the Company in any financial year. allowances and perquisites not exceeding the limits specified in Schedule XIII of the Companies Act. e) Minimum Remuneration: Where in any financial year. Pirojsha Godrej will also be entitled for the reimbursement of actual entertainment. and Rs. as required under law.000 per annum and out of pocket expenses (including travel expenses) to each of the Non-Executive Directors.000 for every meeting of its Board. no other Director is entitled to any benefit upon termination of their employment with the Company. traveling. subject to the approval of the shareholders. during the currency of tenure of Mr. 2008 has approved payment of a commission of Rs. is available to other Senior Executives of the Company. Our executive management provides the Board detailed reports on its performance periodically. 1956. boarding and lodging expenses incurred by him in connection with the Company's business and such other benefits/amenities and other privileges. Corporate Governance We have complied with the requirements of the applicable regulations. The Board of Directors pursuant to a resolution passed in its meeting held on January 16. including the listing agreement to be entered in to with the Stock Exchanges and the SEBI Regulations. 500. as any from time to time. 269. However. Mr. Pirojsha Godrej as Executive Director. separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees. It shall not exceed the limits prescribed from time to time under Sections 198. 2008. f) Overall Remuneration The aggregate of salary.

b. reporting structure coverage and frequency of internal audit. about the nature and scope of audit as well 142 . 4. 7. Reviewing the adequacy of internal audit function. 10. and adequacy of the internal control systems. Keki B. 8. Changes. 2. Compliance with listing and other legal requirements relating to financial statements. with the management. Recommending to the Board. Narayan. 5) Mr. Overseeing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct. Independent Director. with the management. Significant adjustments made in the financial statements arising out of audit findings. S. our Board has two Executive Directors and 10 non-executive Directors.Executive Director. including six independent Directors. Reviewing. sufficient and credible. performance of statutory and internal auditors. the replacement or removal of the statutory auditor and the fixation of audit fees. Independent Director The Chairman of the Audit Committee is Mr. 4) Dr. Dadiseth. Independent Director. Reviewing. the annual financial statements before submission to the Board for approval. 2009. Independent Director. Gupte. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. re-appointment and. The scope and function of the Audit Committee is in accordance with Section 292A of the Companies Act and Clause 49 of the Listing Agreement and its terms of reference include the following: 1. Major accounting entries involving estimates based on the exercise of judgment by management. if required. Committees of the Board of Directors A) Audit Committee : 1) Mr. 5. Kembhavi. Mr. The Company Secretary. Independent Director. if any. f. and 6) Mr. with the management. d. 1956. e. if any. K. Choudhury. Lalita D. c. the appointment. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. Discussion with internal auditors any significant findings and follow up there on. with particular reference to: a. in accounting policies and practices and reasons for the same. Reviewing. Shodhan A. Pranay Vakil. staffing and seniority of the official heading the department. g. 3. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act. Discussion with statutory auditors before the audit commences. is the secretary of the Audit Committee. In compliance with Clause 49 of the equity listing agreement. Disclosure of any related party transactions. 6. 2) Mrs. Amit B. the quarterly financial statements before submission to the board for approval. including the structure of the internal audit department. 9. Independent Director. Dadiseth. and Qualifications in the draft audit report. The Audit Committee was re-constituted by a meeting of the Board held on January 10. Pritam Singh. 3) Mr.B.

and Mr. Godrej. and The appointment. 2009. Mr. It is also responsible for reviewing the process and mechanism of redressal of investor complaints and suggesting measures of improving the existing system of redressal of investor grievances. Management discussion and analysis of financial condition and results of operations. Pritam Singh. is the secretary of the Investors’ Grievance cum Share Transfer Committee. Narayan. Choudhury. Gupte. Milind S. Shodhan A. The Company Secretary. Kembhavi. 1) Mrs. Review of information by Audit Committee a. Independent Director c. Independent Director. submitted by management. Korde. Chairman. 13. 2008. 2. Statement of significant related party transactions (as defined by the audit committee). This committee is also responsible for approval of transfer of shares including power to delegate the same to registrar and transfer agents. This committee looks in all matters pertaining to remuneration of the Managing Director. S. Lalita D. shareholders (in case of non payment of declared dividends) and creditors. debenture holders. The Chairman of the Investors’ Grievance cum Share Transfer Committee is Mr. Adi B. 12. 3) Mr. Amit B. Shodhan A. Pranay Vakil. in case the same is existing. 4) Dr. Mr. 143 . removal and terms of remuneration of the Chief internal Auditor shall be subject to review by the Audit Committee. non-receipt of balance sheet. 2) Mr. 11. This committee is responsible for redressal of shareholders’ and investors’ complaints relating to transfer of shares. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Independent Director. Dadiseth. B) Remuneration Committee: - The Chairperson of the Remuneration Committee is Mrs. e. The Investors’ Grievance cum Share Transfer Committee was constituted by a meeting of the Board of Directors held on January 16. Managing Director. To look into the reasons for substantial defaults in the payment to the depositors. Independent Director. review of cases for refusal of transfer/transmission of shares and debentures. Adi B. The Company Secretary. b. is the secretary of the Remuneration Committee. C) Investors’ Grievance cum Share Transfer Committee The members of the Investors’ Grievance cum Share Transfer Committee are: 1. Gupte. d.as post-audit discussion to ascertain any area of concern. Management letters / letters of internal control weaknesses issued by the statutory auditors. K.B. Kembhavi. allotment and listing of shares. To review the functioning of the Whistle Blower mechanism. Lalita D. and non-receipt of dividends declared etc. and 6) Mr. Independent Director. the NonExecutive Director and administration of the Company’s Employee Stock Option Plan. Mr. Independent Director. Godrej. Internal audit reports relating to internal control weaknesses. The Remuneration Committee was reconstituted by a meeting of the Board of Directors held on January 10. 5) Mr. issue of duplicate/consolidated share certificates.

Changes in our Board of Directors in the last three years The changes in the Board of Directors in the last three years are as follows: Name of Director Mrs. Pheroza J. Godrej Mrs. Smita V. Crishna Mr. R. K. Naoroji Mr. Keki B. Dadiseth Mrs. Lalita D. Gupte Mr. Pranay Vakil Dr. Pritam Singh Mr. Pirojsha A. Godrej Mr. S. Narayan Shareholding of Directors in the Company The following table details the shareholding of the Directors in our Company in their personal capacity: Name of Directors Number of Equity Shares (Pre-Issue) 1,730,250 10,000 7,000 8,000 1,000 1,500 576,747 Number of options granted Date January 16, 2008 January 16, 2008 January 16, 2008 January 16, 2008 January 16, 2008 January 16, 2008 January 16, 2008 October 25, 2008 October 25, 2008 Reason Cessation Cessation Cessation Appointment Appointment Appointment Appointment Appointment Appointment

Mr. Nadir B. Godrej Mr. Milind S. Korde Mrs. Lalita D. Gupte Mr. Pranay Vakil Dr. Pritam Singh Mr. Amit B. Choudhary Mr. Pirojsha A. Godrej Interests of Directors

60,000 -

All of our Directors may be deemed to be interested to the extent of fees payable to them, if any, for attending meetings of the Board or a committee thereof as well as to the extent of commission and/or other remuneration and reimbursement of expenses payable to them, if any, under our Articles of Association, and to the extent of remuneration paid to them, if any, for services rendered as an officer or employee of our Company. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to the companies, firms, trusts, in which they are interested as Directors, members, partners, trustees and Promoters, pursuant to this Issue. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributors in respect of the said Equity Shares. The Directors may also be interested to the extent of the options of the Company held by them. Our Directors have no interest in any property acquired by our Company within two years of the date of this Draft Red Herring Prospectus. Our directors are also interested in the the loans or advances given by the Company, in the ordinary course of business to the companies in which they are interested as a Director.

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Except as stated in the section titled “Related Party Transactions” beginning on page 171 of this Draft Red Herring Prospectus, the Directors do not have other interest in the business of the Company. Management Organisation Structure

Board of Directors

Managing Director

Executive Director

Executive VP Business Development Sales, Marketing

Special Projects & Strategy

VP Bangalore Region

VP Mumbai Region

VP Marketing & Sales

VP Finance & Accounts

VP Projects

VP Costing & Budgeting

VP Legal & Company Secretary

AVP Customer Service

GM HR Project Team (Kolkata) Project Team (Hyderabad) Project Team (North) Project Team (Ahmedabad) Ahmedabad) Project Team (Chennai)

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Key Managerial Personnel The details regarding our Key Managerial Personnel are as follows: Mr. K. T. Jithendran, aged 42 years, Indian, is an Executive Vice President and heads the business development, marketing and sales functions of our Company. He is a civil engineer from the Indian Institute of Technology and has also completed his Post Graduate Diploma in Management from the Indian Institute of Management (IIM). He began his career with Metallurgical Engineering Consultants and joined our Company in 1994. He has over 15 years of experience in real estate business and has handled various functions of marketing, sales and human resources. During the fiscal 2009, Mr. K. T. Jithendran was paid a gross compensation of Rs. 11.01 million. Mr. K. P. Sudheer, aged 35 years, Indian, is a Vice President of our Company and heads the Mumbai region. He is a mechanical engineer from Anna University with post graduate diploma in management from Xaviers Institute of Management Studies. He began his career with Hindustan Motors in 1995. He was an employee of our Company from the year 2000 to 2005 and later again joined our Company in 2006. He has over 9 years of experience in the field of marketing. During the fiscal 2009, Mr. K. P. Sudheer was paid a gross compensation of Rs. 7.34 million. Mr. Nishikant Shimpi, aged 42 years, Indian, is a Vice President of our Company and heads the Bangalore region. He is a civil engineer from Shri Guru Gobind Singhji College of Engineering, Nanded with a post graduate specialization in the field of marketing from Sydneham Institute of Management Studies and has 17 years of experience in diverse areas, including an overseas stint. He was an employee of our Company from the year 1992 to 2001 and later again joined our Company in 2005. During the fiscal 2009, Mr. Nishikant Shimpi was paid a gross compensation of Rs. 6.92 million. Mr. Nitin Wagle, aged 52 years, Indian, is a Vice President and heads the costing and budgeting department of our Company. He is a civil engineer from Victoria Jubilee Technical Institute, Mumbai University and has over 28 years of experience in the field of executing several large projects. He began his career with Larsen & Toubro Engineering Construction Corporation division and joined our Company in 1992. During the fiscal 2009, Mr. Nitin Wagle was paid a gross compensation of Rs. 5.23 million. Mr. Shodhan A. Kembhavi, aged 49 years, Indian, is a Vice President and heads the legal and secretarial functions of our Company. He is member of Institute of Company Secretaries of India and a law graduate from Mumbai University. He joined our Company in the year 2000 and has more than 17 years of experience in the field of legal and company secretarial matters. His previous assignments were with Premier Automobiles Limited, Standard Batteries, Bajaj Hindustan and Leela Hotels. During the fiscal 2009, Mr. Shodhan Kembhavi was paid a gross compensation of Rs. 5.53 million. Mr. Rajendra Khetawat, aged 37 years, Indian, is a Vice President and heads the finance and accounts function of our Company. He was previously employed with K. Raheja Constructions, Mumbai for 5 years before joining our Company in 2003. He is a Chartered Accountant and has over 12 years of experience in the field of audit, accounts, tax, financial and treasury management. During the fiscal 2009, Mr. Rajendra Khetawat was paid a gross compensation of Rs. 5.37 million. Mr. Santosh Tamhane, aged 45 years, Indian, is a Vice President and is in charge of operations of our Company. He is a Civil Engineer from Sardar Patel College of Engineering and has 25 years of experience in the field of project execution with Tata Housing Development Company. He joined our Company in 2006. During the fiscal 2009, Mr. Santosh Tamhane was paid a gross compensation of Rs. 5.87 million. Ms. Krishnakoli S. Kumar, aged 40 years, Indian, is a Vice President and heads the Marketing and Sales function. She is an engineer with an MBA from Wharton. She has more than 17 years of experience in a variety of functions in diverse industries. She joined Godrej Industries Limited in 2004 in the corporate planning division and joined our Company in 2007. During the fiscal 2009, Ms. Krishnakoli Kumar was paid a gross compensation of Rs. 4.44 million.

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Ms. Aylona D’Souza, aged 32 years, Indian, is the General Manager and is heading the HR function of our Company. She holds a Bachelor degree in Science from Goa University and Post Graduate Diploma in Business Administration from Institute for Technology and Management, Mumbai. She has over 9 years of experience in HR. She was previously employed with Nicholas Piramal India Limited and Darashaw & Company Private Limited. She joined our Company in 2004. During the fiscal 2007, Ms. Aylona D’Souza was paid a gross compensation of Rs. 3.41 million. All our Key Managerial Personnel as disclosed above are permanent employees of our Company. None of the key managerial personnel are related to each other. Shareholding of the Key Managerial Personnel Name Mr. Milind S. Korde Mr. K. T. Jithendran Mr. K. P. Sudheer Mr. Nitin Wagle Mr. Rajendra Khetawat Mr. Shodhan A. Kembhavi Mr. Santosh Tamhane Ms. Aylona D'Souza Bonus or Profit Sharing Plan for our Key Managerial Personnel The Performance Linked Variable Remuneration paid to the Key Managerial Personnel by the Company for fiscal 2009 are as follows: Name Mr. K. T. Jithendran Mr. K. P. Sudheer Mr. Nishikant Shimpi Mr. Nitin M. Wagle Mr. Shodhan Kembhavi Mr. Rajendra Khetawat Mr. Santosh Tamhane Ms. Krishnakoli S. Kumar Ms. Aylona D’Souza Collective (in Rs.)* 2,701,455 163,090 732,766 1,088,330 1,073,941 964,725 142,651 344,988 547,520 Individual (in Rs.)** 200,000 77,500 150,000 150,000 150,000 150,000 150,000 120,000 115,000 No. of Shares held 10,000 2,000 300 300 300 400 300 100

* “Collective” denotes the Performance Linked Variable Remuneration payable with regard to the performance of the Company ** “Individual” denotes the Performance Linked Variable Remuneration payable with regard to the performance of the Individual Key Managerial Personnel

Changes in Key Managerial Personnel The changes in the Key Managerial Personnel in the last three years are as follows: Name Mr. Milind Pathare Mr. Santosh Tamhane Mr. K. P. Sudheer Designation as of the date of their Date of appointment Date of cessation appointment/Cessation Vice President – Business June 2, 2006 Development General Manager (Projects) July 3, 2006 General Manager (Marketing and July 3, 2006 Sales)

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Name Ms. Krishnakoli Kumar S.

Designation as of the date of their Date of appointment Date of cessation appointment/Cessation Associate Vice President April 1, 2007 -

Employees Stock Option Plan For details of employee stock option plan see the section titled “Capital Structure” on page 26 of this Draft Red Herring Prospectus. Payment or Benefit to officers of the Company Except as stated otherwise in this Draft Red Herring Prospectus, no non-salary amount or benefit has been paid or given or is intended to be paid or given to any of the Company’s employees including the Key Managerial Personnel and our Directors. Except as disclosed in this DRHP, none of the beneficiaries of loans, and advances and sundry debtors are related to the Directors of the Company.

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OUR PROMOTERS AND PROMOTER GROUP The promoters of our Company are: 1. 2. 1. Godrej & Boyce Manufacturing Company Limited; and Godrej Industries Limited Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited was incorporated on March 3, 1932 as a limited liability company under the Indian Companies Act, 1913. Godrej & Boyce Manufacturing Company Limited is involved in the business of manufacture and/or marketing of various consumer durables, office equipment and industrial products. The registered office of Godrej & Boyce Manufacturing Company Limited is located at Pirojshanagar, Vikhroli, Mumbai – 400 079. The promoters of Godrej & Boyce Manufacturing Company Limited are as follows: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Ms. Tanya A. Dubash Mr. Adi B. Godrej Ms. Nisaba A. Godrej Mr. Pirojsha A. Godrej Ms. Parmeshwar A. Godrej Mr. Nadir B. Godrej Ms. Nyrika V. Crishna Mrs. Smita V Crishna Ms. Raika J Godrej Mr. Navroze J. Godrej Ms. Freyan V. Crishna Godrej Investment Private Limited

The shareholding pattern of Godrej & Boyce Manufacturing Company Limited as on September 30, 2009 is as follows: No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Name of Shareholder T. A. Dubash and Mr. A. B. Godrej T.A. Dubash/ Mrs. P.A. Godrej N.A. Godrej & A.B. Godrej N.A. Godrej/ Mrs. P.A. Godrej/ A.B. Godrej P.A. Godrej & A. B. Godrej A.B. Godrej Mrs. P.A. Godrej & A.B. Godrej N.B. Godrej/ R.N. Godrej N.B. Godrej N.V. Crishna & S.V.Crishna F.V. Crishna & S.V. Crishna F.V. Crishna/ S.V. Crishna/ V.M. Crishna N.V. Crishna/ S.V. Crishna/ V.M. Crishna V.M. Crishna/ S.V. Crishna S.V. Crishna/ V.M. Crishna S.V. Crishna R.J. Godrej & J.N.Godrej R.J. Godrej/ Mrs. P.J. Godrej/ J.N. Godrej No. of Shares Held 9609 7 9609 7 9616 32240 4506 53 66540 15114 15113 10 10 13 20 35313 16411 10 % of shareholding 1.45% 0.00% 1.45% 0.00% 1.45% 4.86% 0.68% 0.01% 9.89% 2.28% 2.28% 0.00% 0.00% 0.00% 0.00% 5.33% 2.48% 0.00%

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No. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28.

Name of Shareholder

N.J. Godrej & J.N.Godrej N.J. Godrej/ Mrs. P.J. Godrej/ J.N. Godrej Mrs. P.J. Godrej/ J.N. Godrej J.N. Godrej R.K. Naoroji & N.B.Godrej R.K. Naoroji & J.N.Godrej R.K. Naoroji/ J.N. Godrej/ A.B. Godrej R.K. Naoroji & S.V. Crishna R.K. Naoroji & A.B. Godrej Mr. A. F. Golwalla, Mr. N. D. Sidhva, Mr. H. P. Daruwalla and Mr. P. D. Lam (Trustees, Pirojsha Godrej Foundation) 29. Godrej Investments Private Limited 30. Surveyors and Company Private Limited Total Board of Directors

No. of Shares Held 16412 10 33 32717 16385 16385 54 16385 16385 157500

% of shareholding 2.48% 0.00% 0.00% 4.94% 2.47% 2.48% 0.01% 2.47% 2.47% 23.76%

177432 11 662910

26.77% 0.00% 100%

The board of directors of Godrej & Boyce Manufacturing Company Limited is as follows: 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) Mr. Jamshyd N. Godrej Mr. Adi B. Godrej Mr. Nadir B. Godrej Mr. Vijay M. Crishna Mr. Kavas N. Petigara Mr. Behram A. Hathikhanavala Mr. Fali P. Sarkari Mr. Phiroze D. Lam Mr. Kyamas A. Palia Mr. Pradip P. Shah Ms. Anita Ramachandran Mr. Anil G. Verma

The summary audited financial statements for the last three financial years are as follows: (Rs. in million except per share data) Fiscal 2008 Fiscal 2007 66.26 66.26 6,801.90 5,549.75 35,713.63 1,717.30 2,592.00 53,896.00 28,430.93 1,097.63 1,656.00 42,905.00

Particulars Equity Capital Reserves & Surplus (Excluding Revaluation Reserve) Total Income Profit / (Loss) After Tax Earning Per Share Book Value per Share (Net Asset Value)

Fiscal 2009 66.29 9,031.13 41,913.17 2,414.38 3,642.00 63,226.00

There has been no change in the management of Godrej & Boyce Manufacturing Company Limited. The company has not made any public or rights issue in the last three years and there has been no change in the capital structure of the company in the last six months. The company has not become a sick company under the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985, as amended nor is the company under winding up. Further, Godrej & Boyce Manufacturing Company Limited has confirmed that it has not been detained as a wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by it in the past or are

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pending against it, except as disclosed in the section titled “Outstanding Litigation and Material Development” on page 295 of this Draft Red Herring Prospectus. We confirm that the permanent account number, bank account number, company identification number and address of the RoC where Godrej & Boyce Manufacturing Company Limited is registered shall be submitted to BSE and NSE at the time of filing of the Draft Red Herring Prospectus with them. Companies with which Godrej & Boyce Manufacturing Company Limited has disassociated in the last three years: Godrej & Boyce Manufacturing Company Limited has not disassociated itself with any of the Promoter Group companies in the preceding three years of filing this Draft Red Herring Prospectus. Interests of Godrej & Boyce Manufacturing Company Limited in the Company Godrej & Boyce Manufacturing Company Limited has acquired 690,000 Equity Shares of the Company from Godrej Industries Limited on December 31, 2008 at Rs. 622 per share. Except as stated in “Related Party Transactions” on page 171 of this Draft Red Herring Prospectus, Godrej & Boyce Manufacturing Company Limited does not have any other interest in the Company’s business. Godrej & Boyce Manufacturing Company Limited has entered into a memorandum of understanding dated October 8, 2009 with Godrej Industries Limited and our Company in relation to 36.5 acres of land owned by it and located at Vikhroli, Mumbai. For further details please see section titled “Our Business” on page 75 of the Draft Red Herring Prospectus. Godrej & Boyce Manufacturing Company Limited does not have any other interest in the property acquired by our Company within two years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company except as otherwise disclosed in the Draft Red Herring Prospectus. Common Pursuits Godrej & Boyce Manufacturing Company Limited has a construction division which has undertaken development of properties in Vikhroli, Mumbai. However, this division of Godrej & Boyce Manufacturing Company Limited is not in any way connected with our Company. Except as disclosed in this Draft Red Herring Prospectus, Godrej & Boyce Manufacturing Company Limited do not have any interest in any venture that is involved in any activities similar to those conducted by the Company. The Company will adopt necessary procedures and practices as permitted by law to address any conflict situations as and when they arise. 2. Godrej Industries Limited Godrej Industries Limited was incorporated on March 7, 1988 as Gujarat-Godrej Innovative Chemicals Limited (GGICL) in Gujarat. Godrej Industries Limited is involved in the business of manufacture and marketing of oleo- chemicals, their precursors and derivatives, bulk edible oils, estate management, and investments activities. The erstwhile Godrej Soaps Limited was merged with GGICL with effect from April 1, 1994 and the name of GGICL was changed to Godrej Soaps Limited (GSL). The Registered office was shifted from Gujarat to Maharashtra with effect from March 1, 1996. Subsequently, under a scheme of arrangement, the consumer products division of the GSL was demerged with effect from April 1, 2001 into a separate company, Godrej Consumer Products Limited (GCPL) and GSL was renamed as Godrej Industries Limited, on April 2, 2001. Further, the vegetable oils and processed foods manufacturing business of Godrej Foods Limited was

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transferred to the Godrej Industries Limited with effect from June 30, 2001. Thereafter, the foods division (except Wadala factory) was sold to Godrej Beverages and Foods Limited on March 31, 2006. The registered office of Godrej Industries Limited is located at Pirojshanagar, Eastern Express Highway, Vikroli (East), Mumbai 400 079. The promoters of Godrej Industries Limited are as follows: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Ms. Tanya A. Dubash Mr. Adi B. Godrej Master Burjis Nadir Godrej Mr. Pirojsha A. Godrej Ms. Nisaba A. Godrej Mr. Nadir B. Godrej Ms. Nyrika V. Crishna Ms. Rati Nadir Godrej Ms. Raika J. Godrej Mr. Navroze J. Godrej Ms. Freyan V. Crishna Godrej & Boyce Manufacturing Company Limited Mr. Rishad K. Naorji Master Sohrab Nadir Godrej

Shareholding Pattern of Godrej Industries Limited as on September 30, 2009 is as follows:

Category of shareholder

Number of shareholders

Number of Shares

Number of Shares held in dematerialized form

Total shareholding as a % of total number of Shares As a % As a % of of (A+B) (A+B+ C)

Shares pledged or otherwise encumbered

Number of Shares

As a % of total number of Shares

(A)

(1) (a)

Shareholding of Promoter and Promoter Group Indian Individuals/ Hindu Undivided Family Any other (specify) Coporate Sub Total (A) (1) Foreign Sub Total (A) (2) Total Shareholding of Promoter and Promoter Group (A) = (A) (1) + (A) (2)

12

64,031,786

64,031,750

20.16

20.16

-

-

1 13 0 0 13

187,202,388 251,234,174 0 0 251,234,174

187,202,388 251,234,138 0 0 251,234,138

58.94 79.10 0 0 79.10

58.94 79.10 0 0 79.10

(2)

(B) (1) (a) (b) (c) (d)

Public shareholding Institutions Mutual Funds/ UTI Financial Institutions / Banks Insurance Companies Foreign Institutional Investors

7 11 2 52

673,392 13,759,453 384,599 6,422,588

673,392 13,754,383 384,599 6,417,788

0.21 4.33 0.12 2.02

0.21 4.33 0.12 2.02

-

-

-

-

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312 50. M.162 Total shareholding as a % of total number of Shares As a % As a % of of (A+B) (A+B+ C) 6.072.90 - - (B) 53.324 20. Bilimoria Mr. Petigara Mr.473 - 100. 2009 are as follows: 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) Mr. J. Dastur Mr. A. B.335 14. A.735.624.624. Any Other (specify) Non Resident Indians/Overseas Corprate Bodies Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) (C) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C) 72 21.63 3. S.049.727.111. Sarkari Dr N.473 - - - - Board of Directors The directors of Godrej Industries Limited. F.69 6.787 21. Pusalkar The summary audited financial statements for the last three financial years are as follows: 153 .341. A. Individual shareholders holding nominal share capital up to Rs 1 lakh ii. Banaji Ms.892 316.827 11. Ahmadullah Mr. Individual shareholders holding nominal share capital in excess of Rs. Crishna Mr. M.281 991.718 44. Gogate Mr. B. Forbes Mr. Godrej Mr.575. S.346 3. P.90 14.33 0. as on September 30.169 1.042 11.320.330 53.63 - - 22 11.222 3.892 - 316. Eipe Mr.00 - 100.56 - - (c) 1. M.00 - - - 53.56 3. T. Godrej Mr.281 0.415 - 317.320.049.686 66.169 1.33 0.230. V. B. Dubash Mr.33 0.511 1. 1 lakh. Godrej Mr. J. K.33 - - 53.173 65. N.22 20.045.69 6.032 21. Choudhury Mr.511 991. K. V.69 6. K.Category of shareholder Number of shareholders Number of Shares Number of Shares held in dematerialized form Sub-Total (B)(1) (2) (a) (b) Non-institutions Bodies Corporate Individuals i. V.575.415 317.346 11.402 45. A.150. F. N. N. N.390.69 Shares pledged or otherwise encumbered Number of Shares - As a % of total number of Shares - 1. D. P.22 20.240.

00 138. 2007.55 213.67 31. 205. 2009 was Rs.68 8388.85 10097.80 million.94 (Rs.45 189.77 0.25 The market capitalisation of Godrej Industries Limited as on the closing price of Rs.) 56.50 139.1 each to 154 .55 per equity share on the BSE on October 15.30 52.09 3.) 68.00 48.46 The equity shares of Godrej Industries Limited are listed on the NSE and the BSE.906.75 155.10 112.65 per equity share on the NSE on October 15.com High (Rs.30 Low (Rs.25 112.20 49. 2009 was Rs. Details of the last issue undertaken by Godrej Industries Limited: On November 20.319.631.829. 65.00 136.950 equity shares of Re.12 780.40 86.47 9712.) 68. The details of the highest and lowest price on the NSE during the preceding six months up to September 2009 are as follows: Month February 2009 March 2009 April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 Source: www.56 million.76 9810.00 158.bseindia.40 213.11 118.Particulars Equity Capital Reserves & Surplus (Excluding Revaluation Reserve) Total Income Profit / (Loss) After Tax Earning Per Share Book Value per Share (Net Asset Value) Share Price Information Fiscal 2009 319.60 47. 205. Godrej Industries Limited allotted 27.61 2.95 158. 65.76 180.70 Low (Rs.13 61. The details of the highest and lowest price on the BSE during the preceding six months upto September 2009 are as follows: Month February 2009 March 2009 April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 Source: www.nse-india.25 86.57 51. in million except per share data) Fiscal 2008 Fiscal 2007 319.76 291.60 174.45 171.55 139.17 1088.50 75.10 52.90 154.32 3.30 75.) 56.com High (Rs.25 61.80 189.287.86 7.00 The market capitalisation of Godrej Industries Limited as on the closing price of Rs.30 120.

QIBs by way of a Qualified Institutional Placement. Consequently the paid up equity capital of the company has increased from Rs. 291.852 million to Rs. 319.75 million. Godrej Industries Limited has not made any public or rights issue in the last three years and there has been no change in the capital structure in the last six months. Godrej Industries Limited is not a sick company under the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985, as amended nor is under winding up. Further, Godrej Industries Limited has confirmed that it has not been detained as wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by it in the past or are pending against it. Pursuant to a resolution passed by the Board of Directors on July 29, 2008, Godrej Industries Limited bought back 2,133,710 equity shares through the methodology of ‘Open market purchase through stock exchange’. The buyback offer was open from May 25, 2009 to July 29, 2009. Consequently the paid up capital of the Company reduced from 319.75 million to 317.62 million. Mechanism for redressal of investor grievance: Godrej Industries Limited has constituted a Shareholders Committee to look into and redress Shareholders and Investor Complaints. Mr V. Srinivasan, Executive Vice President (Finance and Estate) and Company Secretary is the compliance officer. This committee looks into redressal of shareholder complaints regarding transfer of shares, non receipt of annual report and non receipt of declared dividends, as required in clause 49 of the Listing Agreement. Any investor grievance received has been resolved within reasonable time. Number of complaints for the year ended March 31, 2009 Complaints outstanding as on April 1, 2008 Complaints received during the year ended March 31, 2009 Complaints resolved during the year ended March 31, 2009 Complaints outstanding as on March 31, 2009 Nil 43 43 Nil

We confirm that the permanent account number, bank account number, company identification number and address of the RoC where Godrej Industries Limited is registered shall be submitted to BSE and NSE at the time of filing of the Draft Red Herring Prospectus with them. Companies with which Godrej Industries Limited has disassociated in the last three years: Godrej Industries Limited has disassociated itself with the following companies in the last three years: 1. Godrej Upstream Limited (“GUL”)

Godrej Industries Limited earlier held 40% in the equity share capital of GUL. Godrej Industries Limited sold its entire shareholding in GUL to Lawkim Limited in the year 2008. 2. Godrej Global Solutions Limited (“GGSL”)

GGSL was a subsidiary of Godrej Industries Limited. Godrej Industries Limited sold its entire shareholding aggregating 99.94% of the equity capital in GGSL to Tricom Limited in 2008. Since Godrej Industries Limited sold its entire shareholding in GGSL it has ceased to be a subsidiary of Godrej Industries Limited. 3. Godrej Global Solutions (Cyprus) Limited (“GGS Cyprus”)

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GGS Cyprus was a 100% subsidiary of GGSL. Since GGSL ceased to be a subsidiary of Godrej Industries Limited, GGS Cyprus also ceased to be a subsidiary of Godrej Industries Limited. 4. Godrej Global Solutions, Inc. (“GGS Inc”)

GGS Inc was a 100% subsidiary of GGSL. Since GGSL ceased to be a subsidiary of Godrej Industries Limited, GGS Inc also ceased to be a subsidiary of Godrej Industries Limited. 5. Godrej Hicare Limited (“GHCL”)

GHCL was a subsidiary of Godrej Industries Limited. Godrej Industries Limited sold its entire shareholding in GHCL to ISS Facility Services India Private Limited. Since Godrej Industries Limited sold its entire shareholding in GHCL, it ceased to be a subsidiary of Godrej Industries Limited. 6. Godrej Global Mid East FZE (“GGME”)

GGME was a subsidiary of Godrej International Limited (GInL) which is a subsidiary of Godrej Industries Limited. GInL sold its entire shareholding in GGME to Godrej Consumer Products Limited and hence it ceased to be a subsidiary of GInL and Godrej Industries Limited. Interests of Godrej Industries Limited in the Company Except as stated in “Related Party Transactions” on page 171 of this Draft Red Herriing Prospectus, and to the extent of shareholding in the Company, Godrej Industries Limited does not have any other interest in the Company’s business. Godrej Industries Limited has entered into a memorandum of understanding dated October 8, 2009 with Godrej & Boyce Manufacturing Company Limited and our Company in relation to 36.5 acres of land owned by Godrej & Boyce Manufacturing Company Limited and located at Vikhroli, Mumbai. For further details please see section titled “Our Business” on page 75 of the Draft red Herring Prospectus. Godrej Industries Limited does not have any other interest in the property acquired by our Company within two years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company except as otherwise disclosed in the Draft Red Herring Prospectus. Common Pursuits Except as disclosed in this Draft Red Herring Prospectus, Godrej Industries Limited does not have any interest in any venture that is involved in any activities similar to those conducted by the Company. The Company will adopt necessary procedures and practices as permitted by law to address any conflict situations as and when they arise. Details of Mr. Adi B. Godrej are as follows: Mr. Adi B. Godrej is the non-executive Chairman of our Company. He is a resident Indian national. For further details, see the section titled “Our Management” on page 130 of this Draft Red Herring Prospectus. His driving license number is 224126 and his voter identification number is MT/04/024/273279.

Our Promoter Group

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Apart from our Promoters and our Subsidiaries, the following companies and individuals constitute our Promoter Group: I. 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) II. 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) Promoter Group Companies Godrej Investments Private Limited; Godrej Efacec Automation & Robotics Limited; Godrej ConsumerBiz Limited; Veromatic International BV; Water Wonder Benelux BV; Godrej Hygiene Care Limited; Wadala Commodities Limited; Ensemble Holdings & Finance Limited; Swadeshi Detergents Limited; Natures’s Basket Limited; Godrej Hershey Limited; Godrej Sara Lee Limited; Godrej Consumer Products Limited; Godrej Agrovet Limited; Golden Feed Products Limited; Godrej Oil Palm Limited; Cauvery Palm Oil Limited; Godrej Infotech Limited; Geometric Limited; Mercury Manufacturing Company Limited; Godrej (Malaysia) Sdn. Bhd.; Godrej (Singapore) Pte Limited; Godrej International Limited; Veromatic Services BV; Compass BPO Ltd, UK; Boston Analytics Inc., USA; CBay Systems Limited, USA; and HyCa Technologies Private Limited. Individuals Mr. Adi B. Godrej Mr. Jamshyd N. Godrej; Ms. Nisaba A. Godrej; Mr. Pirojsha A. Godrej; Ms. Raika J. Godrej; Mr. Navroze J. Godrej; Mr. Nadir B. Godrej; Ms. Freyan V. Crishna; Ms. Nyrika V. Crishna; Mr. Rishad K. Naoroji; Ms. Tanya A. Dubash; Master Burjis Nadir Godrej; Mrs. Rati Nadir Godrej; Mr. Sohrab Nadir Godrej; Ms. Parmeshwar A. Godrej; Mrs. Smita V. Crishna; Mrs. Pheroza Godrej; and Mr. V. M. Crishna.

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GROUP COMPANIES Besides our Subsidiaries, the following members are companies, firms and ventures promoted by our Promoters: Companies forming part of our Group Companies Unless otherwise stated none of the companies forming part of Group Companies is a sick company under the meaning of SICA and none of them are under winding up. Five largest Group Companies (based on turnover) 1. Geometric Limited (“GL”)

Corporate Information Geometric was incorporated on March 25, 1994 as Geometric Software Services Company Private Limited. The company changed its name to Geometric Software Solutions Company Limited on August 20, 1998 and later to Geometric Limited with effect from October 15, 2007. It is involved in the business of designing, developing, market and support software particularly in the field of computer aided design and computer aided manufacture and to provide services such as designing and developing of customized solutions in the field of computer aided manufacture, computer aided design, modelling, geometry, machining, drafting, drawing, interfacing with other software on a project and/or contract basis. Geometric is a 100% export oriented unit and an industrial undertaking set up in the software technology park, under the Software Technology Park Scheme. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 11275000 equity shares amounting to 18.15% of the holding. Godrej Industries Limited does not hold any shares in the Company. Financial Information Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (including other income) Profit After Tax Basic Earning Per Share (face value Rs.2 each) Diluted Earning Per Share (face value Rs.2 each) Net asset value per share Share Price Information Equity shares of Geometric Limited are listed on the NSE and the BSE. The monthly high and low of the closing market price of the equity shares of Geometric Limited having a face value of Re. 2 each on NSE for the last six months is as follows: Month April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 High (Rs.) 21.00 30.30 35.65 39.25 53.10 52.40 Low (Rs.) 20.00 27.65 32.35 36.00 36.50 41.55 (In Rs. million, except share data) Fiscal 2009 Fiscal 2008 Fiscal 2007 124.23 124.21 123.86 914.02 2,320.55 2,113.04 6,010.01 4,903.53 3,942.63 288.91 385.63 374.39 (18.81) 5.18 6.20 (18.81) 5.14 6.08 15.52 18.45 16.08

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The market capitalisation of Geometric as on the closing price of Rs. 43.65 per equity share on the NSE on October 15, 2009 was Rs. 2,711.29 million. The monthly high and low of the closing market price of the equity shares of Geometric Limited having a face value of Re. 2 each on BSE for the last six months is as follows: Month April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 High (Rs.) 21.50 30.05 35.45 38.95 53.60 52.25 Low (Rs.) 14.50 18.25 25.00 36.35 36.35 42.70

The market capitalisation of Geometric as on the closing price of Rs. 43.70 per equity share on the BSE on September 30, 2009 was Rs.2714. 40 million. Changes in capital structure There have been no changes in capital structure of Geometric during the preceding six months. Geometric has not made any public or rights issue in the last three years.

2.

Wadala Commodities Limited (“WCL”)

Corporate Information The company was originally incorporated as Noble Soya House Private Limited on March 9, 1984. The last change in name of the company to Wadala Commodities Limite was on April 8, 2008 and a fresh certificate of incorporation under Section 23(1) of the Companies Act was issued by the Registrar of Companies, Madhya Pradesh and Chattisgarh. WCL is involved in the business of bulk trading of vegetable oils. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limite Godrej & Boyce Manufacturing Company Limited holds 11,046,635 equity shares amounting to 51.08% of the holding. Godrej Industries Limited does not hold any shares in the Company. Financial Information The summary audited financial statements for the last three financial years are as follows: (In Rs. Million except per share data) Particulars Fiscal 2009 Fiscal 2008 Fiscal 2007 Equity capital 21.62 21.62 21.62 Preference capital 45.00 45.00 45.00 Reserves & surplus (excluding revaluation Nil Nil Nil reserve) Total income 1 4 153.24 Profit / (loss) after tax (0.22) 0.31 6.12 Basic and Diluted Earning per share (0.2) -0.18 0.09 Book value per share (net asset value) (2.56) -2.55 0.00 Share Price Information

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The equity shares of WCL are listed on BSE. The details of the highest and lowest price on the BSE during the preceding six months upto September 30, 2009 are as follows: Month February 2009 March 2009 April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 High (Rs.) 3.40 3.44 4.24 5.58 6.53 4.80 5.60 5.53 Low (Rs.) 2.89 2.42 2.45 2.90 4.27 3.46 4.37 4.21

The market capitalisation of WCL as on the closing price of Rs. 4.61 per equity share on the BSE on October 15, 2009 was Rs. 99.70 million. Changes in capital structure There have been no changes in the capital structure of WCL during the preceding six months. WCL has not made any public or rights issue in the last three years. WCL made an initial public offering of Rs. 26.40 million during the period January 1, 1985 to March 10, 1987.

3.

Godrej Consumer Products Limited (“GCPL”)

GCPL was incorporated on November 29, 2000. GCPL is involved in the business of manufacturing and marketing of products such as soaps, detergents, hair colors and toiletries. Godrej Industries Limited holds 55,505,211 shares constituting 21.60% and Godrej & Boyce Manufacturing Company Limited hold 97,130,088 shares constituting 37.80% in GCPL. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited As on September 30, 2009, Godrej Industries Limited holds 5505211 shares constituting 21.60% and Godrej & Boyce Manufacturing Company Limited hold 97,130,088 shares constituting 37.80% in GCPL. Financial Information Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (including other income) Profit After Tax Basic and Diluted Earning Per Share (face value Re.1 each) Net asset value per share (total assets / No of shares) Book Value per share (Net worth/ No of shares) Share Price Information Equity shares of Godrej Consumer Products Limited are listed on BSE and NSE. Fiscal 2009 256.95 5411.51 14365.76 1732.58 6.83 33.02 21.87 (In Rs. million, except share data) Fiscal 2008 Fiscal 2007 225.84 225.84 1489.8 994.15 11085.68 9541.7 1592.37 1440.31 7.05 16.27 7.51 6.15 13.44 5.36

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The monthly high and low of the closing market price of the equity shares of GCPL having a face value of Re. 1 each for the last six months in NSE and BSE is as follows: NSE Month September 2009 August 2009 July 2009 June 2009 May 2009 April 2009 High (Rs.) 265.00 249.90 233.00 198.60 186.90 155.00 Low (Rs.) 226.05 202.00 160.00 152.20 139.00 125.50

The market capitalisation of GCPL on the closing price of Rs. 264.65 per equity share on the NSE as on October 15, 2009 was Rs. 68,002.85 million. BSE Month September 2009 August 2009 July 2009 June 2009 May 2009 April 2009 High (Rs.) 266.40 248.00 235.00 191.00 186.90 154.90 Low (Rs.) 231.05 203.50 160.35 158.05 139.00 125.00

The market capitalisation of GCPL on the closing price of Rs. 263.95 per equity share on the BSE as on September 30, 2009 was Rs. 67,822.98 million. Changes in capital structure There have been no changes in capital structure of GCPL during the preceding six months In May 2008 GCPL allotted 32,232,316 equity shares of face value Re. 1 at a price of Rs. 123 per share on a rights basis. GCPL has made no other public or rights issue in the last three years. Pursuant to a public announcement dated November 26, 2008, GCPL bought back 1,122,484 equity shares of face value Re. 1 each at an average price of Rs.132.74 at a total consideration of Rs.1490 lac. During the quarter April 2009 to June 2009 GCPL completed the acquisition of balance 50% stake in Godrej SCA Hygine Limited from SCA Hygine Product AB, Sweden. In terms of the Share Purchase Agreement between GCPL, SCA Hygine Product AB, Sweden and Godrej SCA Hygine Limited, Godrej SCA Hygine Ltd. (renamed as Godrej Hygine Products Ltd with effect from July 20, 2009) has become a wholly owned subsidiary of GCPL with effect from April 1, 2009. The High Court of Judicature at Bombay has vide order dated October 8, 2009, sanctioned the scheme of amalgamation of Godrej ConsumerBiz Limited (GCBL) and Godrej Hygiene Care Limited (GHCL) with Godrej Consumer Products Limited (GCPL). The appointed date of the scheme is June 1, 2009 and the effective date is October 15, 2009 (being the date on which the certified copy of the court order has been filed with the Registrar of Companies, Mumbai). GCBL and GHCL held 29% and 20% respectively in Godrej Sara Lee Limited (GSLL), which is a 49:51 unlisted joint venture company between the Godrej Group and Saralee Corporation, USA. GSLL is the market leader in household insecticides, air care and hair cream in India with popular brands like GoodKnight , JET, HIT, AmbiPur, Brylcreem and KIWI. Pursuant to the amalgamation the assets and liabilities of GCBL and GHCL have been transferred to GCPL with effect from the appointed date and GCPL holds 49% stake in GSLL. In terms of the scheme Godrej & Boyce Mfg Co Ltd.(G&B) and Godrej Industries Ltd (GIL), the shareholders of GCBL and GHCL respectively are to be issued and allotted 10 shares

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in GCPL for every 11 shares held by them in GCBL and GHCL respectively. Accordingly GCPL is in the process of issuing and allotting 30296727 equity shares of FV Re.1 to G&B and 20939409 equity shares of FV Re.1 to GIL. The issued and paid up capital of GCPL will be increased to 308190044 equity shares of FV Re.1 each aggregating Rs. 308190044.

4.

Godrej Hershey Limited(“GHL”)

Corporate Information GHL was incorporated on February 7, 1997. Godrej Hershey Limited is Company engaged in the manufacture of chocolates, confectioneries, beverages, fruit juices etc. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej Industries Limited hold 32,587,046 shares constituting 43.37% in the company and Godrej & Boyce Manufacturing Company Limited does not hold any shares in the company. Financial Information Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (including other income) Profit After Tax Basic and Diluted Earning Per Share Net asset value per share Changes in capital structure GHL has made three rights issue of equity shares details: a) 1,56,86,275 equity shares of Rs.10 each at a premium of Rs.4 per equity share by rights to the existing shareholders of the Company out of which 8,000,000 equity shares were allotted on September 10, 2007 to Hershey Netherlands B.V. under Section 81 (1) of the Companies Act, 1956; Fiscal 2009 7,51,34,260 22,439 26,713 (1,849) (2.80) 34.20 (In Rs. lacs, except share data) Fiscal 2008 Fiscal 2007 6,49,57,573 3,43,75,000 15,938 10,507 19,785 (2,988) (5.46) 31.14 17,795 (1,879) (5.58) 27.51

b) 1,82,33,197 equity shares of Rs.10 each at a premium of Rs. 66.50 per equity share by rights to the existing shareholders of the Company, out of which 6,745,098 equity shares were allotted to Godrej Industries Limited and 941,176 equity shares were allotted to Mr. A. Mahendran on November 30, 2007 under Section 81(1) of the Companies Act, 1956; c) 10,826,262equity shares of Rs. 10 each at a premium of Rs. 63.89 per equity share out of which 10,176,687 were allotted on December 23, 2008 to Godrej Industries Limited and Hershey Netherlands BV under Section 81(1) of the Companies Act.

5.

Godrej Agrovet Limited( “GAL”)

Corporate Information GAL was incorporated on November 25, 1991. The principal activities of the company to carry on the business of breeding, raising, rearing, importing, marketing of poultry birds (DOC) and producing, processing, packaging, supplying and selling of poultry and other animal feeds of all kinds. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited

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The Company is a subsidiary of Godrej Industries Limited, which is in turn, the subsidiary of Godrej & Boyce Manufacturing Company Limited. Financial Information Particulars Equity Share Capital Reserves and Surplus (Excluding Revaluation Reserve) Total Income Profit / (Loss) After Tax Basic and Diluted Earning Per Share Book Value per Share (Net Asset Value) Fiscal 2009 121.18 2,562.39 13,206.88 133.17 10.99 221.4403 (In Rs. Million except per share data) Fiscal 2008 Fiscal 2007 121.18 101.18 2,112.68 741.12 11,909.64 (390.53) (36.32) 184.3316 7,128.52 27.50 3.61 83.24194

Changes in capital structure No change in the capital structure since last 6 months due to Bonus issue, rights issue, preferential allotment or by any other way. However the company has made a private placement under Section 81(1A) to Godrej Industries Limited of 3,000,000 shares on January 30, 2007 and rights issue to Godrej Industries Limited 20, 00,000 shares on January 18, 2008.

Group Companies with negative net worth

6. Vora Soaps Limited (“VSL”) Corporate Information VSL was incorporated on October 18, 1979. The Company is not in any business since July 1996. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GIL does not hold any equity shares of this company. Financial Information Particulars Equity Capital Reserves (excluding revaluation reserves) and surplus Income (including other income) Profit After Tax Basic and Diluted Earning Per Share (face value 100 each) Net asset value per share Fiscal 2009 2 0.13 0.08 4.26 (28.21) (In Rs. million, except share data) Fiscal 2008 Fiscal 2007 2 2 0.67 (0.04) 0.48 (1.95) 24.25 (32.47) (30.52)

7. Golden Feed Products Limited (“GFPL”) Corporate Information GFPL was incorporate on May 27, 2003. It deals with feed and feed supplements.

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Godrej & Boyce Manufacturing Company Limited is one of the parties to the 50:50 Joint Venture between Godrej & Boyce and Efacec Automacao(Portugese Co.68264 94.50 Nil Nil Nil 4. Godrej Infotech Limited (“GItL”) Corporate Information GItL was incorporated on February 25. Financial Information (Rupees in million. 1996. 2009 exceed its paid-up capital resulting in the erosion of its net worth.74) 9.08 (1.50 0.56) (31) 9. Company is engaged in providing Warehousing Solutions to Manufacturing Concerns through Design. Details of other Group Companies 8. 1997. Manufacture and Installation of Automatic Storage and Retrieval Systems. The company is in the business of providing information technology including computer hardware and software and database management.6782 0.304 (31. Company is a Manufacturing and Trading Concern.000 shares constituting 50% stake in the Company.222) (32. The accounts for the year have been prepared on the going concern basis on the understanding that the finance will continue to be available to the Company for working capital requirements. Godrej Efacec Automation & Robotics Limited (“GEARL”) Corporate Information GEARL was incorporated on November 22.).Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited The Company is a subsidiary of Godrej Agrovet Limited which is a subsidiary of Godrej Industries Limited.18) 9.42 (0. 10. the subsidiary of Godrej & Boyce Manufacturing Company Limited. Mercury Manufacturing Company Limited (“MMCL”) Corporate Information 164 . Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 5050 shares constituting 50% stake in the Company.50 0.68872 Particulars Equity Share Capital Reserves & Surplus (Excluding Revaluation Reserve) Total Income Profit / (Loss) After Tax Basic and Diluted Earning Per Share Book Value per Share (Net Asset Value) *Significant Notes of Auditors in the Auditors’ Report:The accumulated losses of the Company as at March 31. 9.005 0. except share data) Fiscal 2009 Fiscal 2008 Fiscal 2007 0. which is in turn.GIL holds no shares in the company. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 750.

production. importing.MMCL was incorporated on November 11. 14. 1971. 29. 13. Godrej (Singapore) Pte Limited(“GSPL”) Corporate Information GSPL was incorporated on October 16. 12. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 1260000 shares constituting 50.720 shares constituting 58% stake in the Company. sale and distribution of steel furniture. distributing/ trading. Godrej & Khimji (Middle East) LLC(“GOKHIM”) Corporate Information GOKHIM was incorporated on May 9. 1999. It is involved in the manufacture of and distribution of Steel Office Furniture. Shelving Systems and Steel Fabrications. Shelving Systems and Steel Fabrications.826 shares constituting 83% stake in the Company. Godrej (Malaysia) Sdn.20% stake in the Company. exporting. Godrej Consumerbiz Limited(“GCBL”) Corporate Information GCBL was incorporated on April.400 shares constituting 100% stake in the Company. selling. The company is engaged in the business of design. 1991. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 256. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 33. 1992.The company is in the business of manufacturing. The company is involved in the manufacturer of Steel Office Furniture. Bhd.326. investing and dealing in all types of consumer goods. The company is in the business of manufacture and export of steel furniture. 11. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited 165 . GCBL has been amalgamated with Godrej Consumer Products Limited. 1965. (“GMSB”) Corporate Information GCBM was incorporated on April 29. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 24.

Swadeshi Detergents Limited(“SDL”) Corporate Information SDL was incoporate on May 23. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GIL holds 3. 1991. shelving systems and steel fabrication. 166 . J. 1974. It develops and produces hot and cold drink machines such as coffee. 15. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited does not hold any shares in the Company.99. 1997. Dragon Pte. Limited (“JTDPL”) Corporate Information JTDPL was incorporates on June 29. Vietnam which is a manufacturer of Steel Office Furniture. It is a loan and investment company. The company is in the business of manufacture of steel office furniture.and watermachines. Ensemble Holdings & Finance Limited (“EHFL”) Corporate Information EHFL was incorporated on February 17. 1992. 17. Veromatic International BV (“VIBV”) Corporate Information VIBV was incorporated on August 2. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited JTDPL holds 29. Shelving Systems & Steel fabrication. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited holds 300 shares constituting 75% stake in the Company.160 shares constituting 100% stake in the Company. Godrej (Vietnam) Company Limited(“GVCL”) Corporate Information GVCL was incorporated on April 28. 16. soup.Godrej & Boyce Manufacturing Company Limited does not hold any shares in the Company.000 shares constituting 100% stake in GVCL. 1990.774.T. It is a Investment Holding Company of Godrej (Vietnam) Co Ltd. 18.The Company is not in any active business since July 1996. 19.

Godrej International Limited(“GINL”) Corporate Information GINL was established on January 27. Pursuant to the amalgamation of Godrej Consumerbiz Limited and Godrej Hygiene Care Limited with Godrej Consumer Products Limited. Godrej Sara Lee Limited (“GSLL”) Corporate Information GSLL was incorporated on April 10. hair care.350 shares. It is involved in the business of manufacture and marketing of mosquito repellants. the shareholding pattern of GSLL has undergone change and Godrej Consumer Products Limited is now a shareholder of GSLL. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited 167 .370 constituting 41. a subsidiary of GIL holds 20% of GSLL shares.000 shares consituting 100% shares.355. air care. 21. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej Industries Ltd. GHCL has been amalgamated with Godrej Consumer Products Limited.09. 1993 in the Isle of Man by Godrej Soaps Limited to undertake trading in vegetable oils worldwide. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej Consumerbiz Limited. GINL was transferred to Godrej Industries Limited. a subsidiary of Godrej & Boyce Manufacturing Company Limited held 29% of GSLL shares and Godrej Hygiene Care Limited. Godrej Hygiene Care Limited(“GHCL”) Corporate Information GHCL was incorporated on September 22. It is engaged in the business of Palm oil plantations and CPO extraction. 22. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GHCL is a wholly owned subsidiary of GIL which holds 23. The company continues to trade in vegetable oils. shoe care and home care products. Godrej IJM Palm Oil Limited(“GIPOL”) Corporate Information GIPOL was incorporated on November 15.Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GIL is holding 2. 2008. 2006. As a result of the demerger of Godrej Soaps Limited in 2001. holds 2.033. It is involved in the business of consumer products & insecticides. 23.08% of the equity capital of SDL 20. 1987.

foodproducts.050. fish. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited 168 . The main object of NBL is to carry on the business of selling. the subsidiary of Godrej & Boyce Manufacturing Company Limited. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GTFL is an investee company of Godrej Agrovet Limited with 85880 equity shares constituting 49% of the equity stake being held by Godrej Agrovet Limited (with its nominees). buying. It is involved in Aquafeed business. storing. 25.importing. processing. exporting. 2008. It is engaged in the business of live bird processing and value added vegetarian and non-vegetaian products. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GGCAL is an investee company of Godrej Agrovet Limited with 49% of the equity stake being held by Godrej Agrovet Limited. producing. trading. a subsidiary of GIL. 2006. converting. packing. 27. manufacturing. the subsidiary of Godrej & Boyce Manufacturing Company Limited. It is mainly engened in business relating to palm oil plantations of Tamil Nadu. acquiring. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GIL holds 7. Godrej Tyson Foods Limited(“GTFL”) Corporate Information GTFL was incorporate on January 11. fruits. distributing. 2008. a subsidiary of GIL. birds. beverages.000 shares of NBL constituting 100% shareholding. Godrej Gold Coin Aquafeed Limited (“GGCAL”) Corporate Information GGCAL was incorporated on September 16. acqua. 1996. meat. marine products. Natures Basket Limited(“NBL”) Corporate Information NBL was incorporated on May 29. grocery. dairy product on wholesale and retail basis.GIPOL is an investee company of Godrej Agrovet Limited with 49% of the equity stake being held by Godrej Agrovet Limited. which is in turn. foodgrains. giving on franchise retail outlets and otherwise dealing in all types of foodstuff either for human being or otherwise. the subsidiary of Godrej & Boyce Manufacturing Company Limited. Cauvery Palm Oil Limited (“CPOL”) Corporate Information CPOL was incorporated on September 17. poultry products. vegetables. which is in turn. which is in turn. 26. 24. transporting. a subsidiary of GIL.

000 equity shares which is a subsidiary of GIL. cattle feed and DOC.CPOL is a subsidiary of Godrej Agrovet Limited holding 3. Poultry Processors' Association of India (“PPAI”) Corporate Information PPAI was incoorporated on November 25. fish feed. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited does not hold directly any shares in ACI Godrej Agrovet Private Limited. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited The promoters do not have any interest in PPAI. the subsidiary of Godrej & Boyce Manufacturing Company Limited. 32. Al Rahba International Trading LLC (“ARIT”) Arit was incorporated on October 18.400 equity shares is a subsidiary of GIL. It is engaged in the business of Agri-business specifically Poultry feed. the subsidiary of Godrej & Boyce Manufacturing Company Limited. Godrej Oil Palm Limited (“GOPL”) Corporate Information GOPL was incorporated on August 18. It is engaged in the business of palm oil plantations and CPO extraction. 2004. none of our Group Companies have any interest in any venture that is involved in any activities similar to those conducted by our Company or any of the Promoters. 169 .420.it is involved in production and marketing of live branded farm fresh chicken across United Arab Emirates. 2004. 1991. training to poultry farmers and interface between the Government and the poultry industry. which is in turn. ACI Godrej Agrovet Private Limited ACI Godrej Agrovet Private Limited was incorporated on October 10. which is in turn. The brief description of its business is promotion of scientific processing and packing of poultry birds and products in India. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited GOPL is a subsidiary of Godrej Agrovet Limited which holds 56. Common pursuits of the Group Companies Except as disclosed above. 2006. Interest of Godrej Industries Limited and Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited does not have any interest in ARIT. 33. 28. 29.

none of our Group Companies have any interest in our Company.Interest of Group Companies in the Company Except as disclosed above. For details of sales or purchase between Group Companies/subsidiaries/ associate companies such sales or purchases exceeding 10% in value in the aggregate of the total sales or purchases of our Company and also material items of income or expenditure arising out of such transactions please see section titled “Related Party Transactions” on page 171 of this Draft Red Herring Prospectus. 170 .

35 0.87 0.00 - - - - 130.68 1.63 3.98 0.35 16.00 1.95 - 135.42 0.55 8.53 0.63 0.87 - against Sale of Flats Godrej Limited (GIL) Deposits given Godrej Limited (GIL) Deposit repaid Godrej Limited (GIL) Inter Corporate Industries Industries Industries 50.35 0.95 0.65 2.00 - - - 0. Sale of Fixed Assets Godrej Limited (GIL) Advances given Godrej & Boyce Mfg Co Limited Advance Received Industries of Fixed Industries 1.35 0.63 0.500.33 - Deposits taken Godrej Industries 50.82 8.00 - 0.48 16.69 0.82 0.69 2.00 130.48 0.89 - 3.06.00 during - - 1.33 0.87 - - - 50.09 2009 For the year ended March 31 2008 2007 2006 2005 Transactions undertaken/ balances outstanding with related parties: (i ) Holding Company Transactions the year Issue of Equity Share Capital Godrej Limited (GIL) Purchase Assets Godrej & Boyce Mfg Co Limited Godrej Industries Ltd.68 0.65 0.89 3. in Million PARTICULARS As At 30.87 0.00 50.00 135.68 0.00 171 .42 - 0.500.00 0.RELATED PARTY TRANSACTIONS The details of Related Party Transactions are as under: Standalone Statement of Related Party Transactions Rs.63 - 2.68 0.

02 26.33 0.35 1.60) 0.65 50.42 1.72 0.35 1.61) 1.71 0.11 0.58 2.08 20.47 32.79 (3.58 (9.47 0.76 (8.83 0.41 2.57 220.97 1.35 0.97) (5.33 Expenses re-imbursed by other companies Dividend Paid Godrej Limited (GIL) Outstanding receivables.20 113.30 Deposits taken Godrej Limited (GIL) Construction & other Expenses incurred on behalf of others Godrej Limited (GIL) Godrej & Boyce Mfg Co Limited Expenses charged by other companies Godrej Limited (GIL) Godrej & Boyce Mfg Co Limited 11.11 0.57 50.63 (16.07 0.07 Industries 0.63 1.41 - - - - 2.32 3.23 2.01 - 22.52 0.42 0.63 1.03 2.02 0.00 Deposits repaid Godrej Limited (GIL) Interest Expense on Inter Corporate Industries - - - - - 130.19 196.20 110.05 29.93 1.75 Industries Industries 0.10 34.65 20.08 10.60 84.37 82.35 (5.81 5.00) 1.35 0.88 107.02 0.93 1.50 1. payables Godrej Limited (GIL) Godrej & Boyce Mfg Co Limited Deposit receivable Godrej Limited (GIL) Industries Industries net of Industries - 196.98) (16.24 2.19 - 220.04) (3.30 - - - 1.50) 2.39 107.01 (0.50) 0.33 ( ii) Subsidiary Companies Transactions the year during 172 .08 2.99) 1.Limited (GIL) Inter Corporate 130.35 0.00 0.

50 325.45 689.42 1.94 1697.72 - - - - - 147.81 - 4.10 / Preference 0.20 4.60 - Private Limited (51%) Godrej Sea View Private Limited (100%) Godrej Real Estate - - - 0.38 31.90 - - - - 214.85 58.09 2.04 567.50 - - Private Limited (100%) Godrej Developers Limited (100%) Happy Highrises Estate Private - - - 0.50 5.396.10 0.65 - - - - 17.80 112.20 0.10 1186.90 17.95 54.40 1.45 20.86 333.10 - 213.85 58.30 214.64 85.10 0.50 5.50 Waterside Private 4.27 34.09 - - - Private Limited (51%) Happy Highrises 7.60 0.27 - - - 173 .94 - - - - Private Limited Sale of Fixed Assets Godrej Realty Private Limited (51%) Advances given Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Godrej Developers Waterside Private 267.50 - - - - Limited (100%) Investment Debentures Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Sale Of Investments (Preference Shares) Godrej Developers Waterside Private in - - 320.Investment in Equity Shares Shares Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Godrej Developers 0.65 - - - 147.50 - - - 0.50 - - - Limited (100%) Godrej Real Estate 23.

4 - - - - - 1674.30 187.25 0.09 - - - - 7.19 0.35 152.02 - - - - Limited (100%) Expenses charged by other companies Godrej Realty Private Limited (51%) Godrej Developers 32.49 358.Private Limited (100%) Advances received Godrej Realty Private Limited (51%) Construction & other expenses incurred on behalf of others Girkandra Homes & Holiday Resorts 0.24 82.66 - - - 4.60 - Private Limited (51%) Godrej Sea View Private Limited (100%) Godrej Real Estate - -* -* 0.17 985.65 187.22 85.77 108.82 101.03 0.02 - - Private Limited (100%) Godrej Developers Limited(100%) Happy Highrises Estate Private 29.97 47.15 675.10 - - - Private Limited (100%) Godrej Developers - 1.31 56.10 19.02 Waterside Private 10.18 - 2.00 - - - - Private Limited (51%) - 88.22 0.20 4.20 - Limited (100%) Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Godrej Developers 12.02 - - -* 0.23 136.35 342.50 4.61 - 2.40 406.56 16.97 15.66 - - Private Limited (51%) Re payment Expenses charged companies Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Godrej Real Estate Waterside Private by other - 2.10 - - - - 112.25 - - - - 174 .64 15.24 114.50 101.03 0.57 - - - - - 1876.24 0.

65 - 76.02 0.28 2347.40 224.19 741.02 0.02 0.15 203.08 0.47 28.20 - - - 224.08 1.65 - 147.92 760.40 224.73 28.02 - - 0.90 - - - (iii) Entities under the same management Transactions the year Purchase Assets Godrej Limited Inter Corporate Appliances of Fixed 0.66 4.00 150.34 22.82 - Private Limited (100%) Godrej Sea View Private Limited (100%) Godrej Real Estate 0.51 28.00 722.13 846.50 76. payables Girkandra Homes & Holiday Resorts 28.90 147.64 0.08 0.64 0.89 0.02 Waterside Private 426.05 net of 2580.50 76.512.58 2.20 (101.90 147.00 - - - Deposit repaid Lawkim Limited 175 .00 150.09 during - - - 0.02 0.85 397.50) 15.00 150.05 Limited (100%) Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Godrej Developers 417.02 - - Private Limited (100%) Godrej Developers Limited (100%) Happy Highrises Estate Private 896.09 236.47 29.09 Deposit given Lawkim Limited Inter Corporate - - 150.Outstanding Receivables.23 311.50 58.61 885.24 0.50 76.49 278.40 76.02 - - - - Limited (100%) Debentures outstanding Godrej Realty Private Limited (51%) Godrej Properties Limited (51%) Waterside Private 941.27 28.50 58.

03) - (0.06 - 0.07 -* 2.14 0. payables Godrej Consumer net of - 2.07 0.74 1.76 0.12 0.05 - - - - - 5.10 0.12 5.00 350.33 0.00 - - - - Deposits repaid Godrej Agrovet Limited Interest Received on Inter Deposit Lawkim Limited Interest Expense on Inter Corporate Corporate - - 5.10 0.80 0.01 - - - - - 0.02) - (iv) Key personnel management Transactions the year during 176 .62 0.01 0.02 - Products Limited Godrej Hicare Limited Godrej Hershey Limited Godrej Agrovet Limited Godrej Infotech Limited Dividend paid Vora Soaps Limited Bahar Agrochem & 0.15 - 0.05 - - - - 0.01 0.Inter Corporate Deposits taken Godrej Agrovet Limited Inter Corporate - 350.10 0.46 0.22 0.85 - 3.06 - (0.12 0.00 350.96 - - - - Deposits taken Godrej Agrovet Limited Expenses charged by other companies Godrej Limited Godrej Limited Godrej Consumer Appliances Sara Lee 0.01) (0.27 -* 0.04 8.04 9.03 1.02 0.03 - - 0.05) (0.96 1.14 5.29 0.05 0.01 0.11 0.25 0.05) (0.05 - 0.55 Feeds Private Limited Ensemble Holdings & Finance Limited Outstanding receivables.03) - Products Limited Godrej Hicare Limited - (0.00 350.55 0.03) - (0.89 -* 0.03 1.16 0.

98 13.22 0.19 0.27 4.05 18.85 - -* 0.09 2009 2008 2007 FOR THE YEAR ENDED MARCH 31.21 4.87 - 0.05 - -* 1.42 18.60 - - - - - - - Consolidated Statement of Related Party Transactions Rs.21 6.42 6.42 3.22 0.05 18.60 0.63 0. N.98 - 1.63 - 3.00 - - - 1.85 1.53 0.55 2.02 - 0. Korde Interest income on Milind Surendra of Milind Surendra 6.05 8. B.66 13.32 0.66 6.02 Loans given Mr.51 7. Korde Dividend paid Mr.00 2. Korde Milind Surendra Loans Milind Surendra - - - - -* -* - 9.13 2.19 0. in Million PARTICULARS As At 30.19 0. Godrej Mr.87 0. 2006 2005 Transactions undertaken/ balances outstanding with related parties: (i ) Holding Company Transactions during the year Issue of Equity Share Capital Godrej Industries Limited (GIL) Purchase Assets Godrej Industries Limited Godrej & Boyce Mfg Co Limited Sale of Fixed Assets of Fixed 1.89 2.500.24 1.Remuneration Mr.27 - 0. Korde Reimbursement Travel expenses Mr.89 - 3.24 - 177 .19 0.06.500.32 0. Pirojsha Godrej Outstanding receivable Mr.38 - - -8.98 18.42 - 0.

81 5.00 135.95 0.87 - - - 50.34 107.00 0.00 Deposits repaid Godrej Industries Limited (GIL) Interest Expense on - - - - - (130.10 34.68 1.00) Inter-Corporate Deposits taken Godrej Industries Limited (GIL) Construction and other expenses incurred on behalf of others Godrej Industries Limited (GIL) Godrej & Boyce Mfg Co Limited Expenses charged by 0.35) (0.37 26.11 0.93 1.72 0.63 0.66 110.40 29.63 0.41 - - - - 2.32 3.95 0.03 2.35) (0.50 1.26 - - - - 14.00 - - - - 130.48 16.42 1.93 1.37 84.60 86.07 - - - 1.47 32.68) - (0.65 - - - 50.00) - - - - - (130.23 2.00 50.01 - other companies Godrej Industries Limited (GIL) Godrej & Boyce Mfg Co Limited 22.00 - - - - 130.30 0.87 1.71 0.20 134.35 - Deposits repaid Godrej Industries Limited (GIL) Inter Corporate - (0.65 - Advances given Godrej & Boyce Mfg Co Limited Advances against sale Godrej Industries Limited (GIL) received - 14.48 16.30 0.41 - - - - 2.Godrej Industries Limited (GIL) 0.00 0.00 135.68 - 0.35 - Deposits given Godrej Industries Limited (GIL) 0.33) - Deposits taken Godrej Industries Limited (GIL) Inter Corporate 50.33 11.08 10.26 0.63 1.11 0.39 129.07 0.42 0.68) - (0.75 178 .97 1.33) - (0.47 0.

payables Godrej Industries Limited (GIL) Godrej & Boyce Mfg Co Limited net of - 196.35 0.01 Godrej Hicare Limited - 0.04 -* 0.00 150.58 1.03 - - 0.09 - - - 0.99) (5.98) (16.02 0.65 20.00) - - - Lawkim Limited Expenses charged by - - (150.46 0.12 0.25 0.63 1.97) (5.83 - Deposit Receivable Godrej Industries Limited (GIL) 2.55 0.61) 0.09 - - 150.58 1.00) - - - other companies 0.05 1.29 0.10 Godrej Hershey Limited - -* 0.63 1.15 Godrej Sara Lee Limited Godrej Limited Godrej Consumer Appliances - 0.02 0.79 (3.89 0.33 2.64 0.08 - 196.Dividend Paid Godrej Industries Limited (GIL) Outstanding receivables.35 1.64 0.33 ( ii) Entities under the same management Transactions during the year Purchase Assets Godrej Limited Inter-Corporate Deposit given Lawkim Limited Inter-Corporate Deposit repaid Appliances of Fixed 0.04) (3.08 18.12 0.02 0.01 (0.51 0.08 0.05 0.19 - 220.07 - - 0.10 0.27 0.60) 0.01 - - - 0.57 50.01 Products Limited 0.80 (8.00 (150.50) 0.29 (9.35 0.35 0.57 50.19 - 220.35 0.01 179 .07 0.50) 18.08 0.35 1.06 0.76 0.00) (16.65 20.

85 - 3.03) - (0.90 - 180 .03 0.01) - Godrej Hicare Limited - (0.05) (0.11 - Vora Soaps Limited Bahar Agrochem & Feeds Private Limited Ensemble Holdings & - 0.03) - (0.62 Dividend Paid - 8.03 Godrej Infotech Limited Inter Corporate Deposits taken Godrej Agrovet Limited Inter Corporate - 350.05 - - - Lawkim Limited Interest expense on - - 5.10 1.Godrej Agrovet Limited 0.14 - 5.12 - 0.00 350.01 - 4.02) - (iii) Joint Ventures and Associates Transactions during the year Issue of Equity Share Capital Red Fort India Real 215.22 0.06 - (0. payables Godrej Consumer net of - 2.05) (0.05 - - - Inter-Corporate Deposits taken - 0.14 0.02 - 5.00) - - - - Deposits repaid Godrej Agrovet Limited Interest received on Inter-Corporate Deposits given - - 5.55 Finance Limited Outstanding receivables.03) - Products Limited - - - (0.80 1.00 (350.01 4.00) (350.96 - - - - Godrej Agrovet Limited - 0.16 2.90 - 4.04 -* 0.74 1.33 0.96 - 9.90 Estate Babur HDFC Venture Trustee - 215.90 4.

10 17.22 0. B.60) - (33.78 142.32 0.05 Mr.15 56.19 0.60 73. Korde Milind Surendra - - - - -* -* - - - - -* 1. Korde Re-imbursement Travel expenses Mr.27 - 0.Company Limited Sale of Equity Shares Red Fort India Real 205.38 - 8.15 5.69) (56.60 73.25 - (33.35 0.73 56.02 - 0. N.98 13.19) (32.05 - 1.Pirojsha Godrej - 7.21 4.22 - Estate Babur HDFC Venture Trustee Company Limited - - - - - - Issue of Debentures HDFC Venture Trustee Company Limited Interest on Debentures HDFC Venture Trustee Company Limited Outstanding receivables.42 18.66 6.85 - 0.60 - 181 . payables HDFC Venture Trustee Company Limited net of - - 142.68) (4.65) (19.27 Remuneration Mr.60 215.78 16. Godrej Mr.05 18.19 0.42 Surendra 18.32 0.50 56.98 13.85 -* 0.51 - 8.60 215.19 0.22 0.19 0.50 56.35 - (iv) Key personnel management Transactions during the year 6.73 5.02 Loans given Mr.69) (56.54 0.35 - 0.60 Dividend paid - 9.35 - 215.66 6.60 215.54 16. Korde Interest income on Milind Surendra of Milind 6.10 17.60) - Debentures Outstanding HDFC Venture Trustee Company Limited 215.25 0.72 17.19) (32.72 17.22 205.68) (4.05 18.21 4.60 215.65) (19.13 2.

10. Korde Milind Loans - - - - - - Surendra - - - - - - * represents amount less than Rs.000/- 182 .Outstanding receivable Mr.

12 10.621 96.00 9.896 418.21% Fiscal 2007 10. capital requirements and overall financial position. Our Company has no stated dividend policy. The dividend paid by the Company in the last five fiscals is as provided herein: Fiscal 2005 10. in their discretion.DIVIDEND POLICY The declaration and payment of dividends will be recommended by our board of directors and approved by our shareholders.50 3. including but not limited to our earnings. and will depend on a number of factors.00 62.00 41.) Dividend rate (% to paid up capital) * Excluding Corporate Dividend Tax 183 .05 2.00 100.00 25.56% Fiscal 2006 10.96% Fiscal 2008 10.00% Fiscal 2009 10.00 270.956 39.00 246.50 25% Face Value Per share Dividend (Rs.00 151. Million)* Dividend per equity share (Rs.

d) Based on the above. 2006. 1956 (“the Act”) and Issue of Capital and Disclosures Requirements) Regulations. 2008. 2008. we further report that: a) The Summary Statement of Assets and Liabilities. the ICDR Regulations and terms of our engagement agreed with you. as restated. Audit for the financial year ended March 31. as restated. 2005 and for the period ended on June 30. 2007. Notes and Changes in Significant Accounting Policies (Refer Annexure XXIV and XXV). as restated. 2006. 2009 examined by us. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act. 2005 and for the period ended on June 30. 2006. 2009 in connection with the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus (collectively hereinafter referred to as “Offer document”) for proposed issue of Equity shares of the Company. 2005 and for the period ended June 30. 2. of the Company as at March 31 2009.FINANCIAL INFORMATION FINANCIAL STATEMENTS Auditors’ report as required by Part II of Schedule II of the Companies Act. Notes and Changes in Significant Accounting Policies (Refer Annexure XXIV and XXV). 2009 examined by us. 2008. 2009 as amended to date (“the ICDR Regulations”) and in terms of our engagement agreed upon with you in accordance with our engagement letter dated October 15. of the Company for the year ended March 31. 1. 2007. 2009 examined by us. and more specifically described in point 3(a). We have examined the attached financial information of Godrej Properties Limited (“the Company”) . This information has been extracted by the Management from financial statements for the year ended March 31. Notes and Changes in Significant Accounting Policies (Refer Annexure XXIV and XXV). and accordingly reliance has been placed on the financial information examined by them for the said years. as restated. 3(b) and 3(c) above are together hereinafter referred to as ‘Restated Financial Information’. GODREJ PROPERTIES LIMITED Dear Sirs. Chartered Accountants. 2007. as set out in Annexure I to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies. 2009. 3. as approved by the Board of Directors of the Company. of the Company for the year ended March 31 2009. 2005 and for the period ended on June 30. Profits and Losses and Cash Flows. 2008. Kalyaniwalla Mistry & Associates. as set out in Annexure III to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies. 2007. we are of the opinion that the Restated Financial Information has been made after incorporating: 184 . 2009. as set out in Annexure II to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies. 1956 TO THE BOARD OF DIRECTORS. The Summary Statement of Assets and Liabilities. 2006. 2009. Part II of Schedule II of the Companies Act. c) The Summary Statement of Cash Flows. 2006 and 2005 was conducted by previous auditors. b) The Summary Statement of Profits and Losses. prepared in terms of the requirements of Paragraph B. 2007.SECTION V .

vi. as restated (Annexure VII) Statement of Stocks. as restated (Annexure XII) Statement of Current Liabilities and Provisions. 2005 and for the period ended on June 30. iv. xviii. xiv. as restated (Annexure IX) Statement of Loan and Advances as restated (Annexure X) Statement of Cash and Bank Balances. as considered appropriate. as restated (Annexure XVII) Statement of Interest and Finance Charges (net). have been prepared in accordance with Part IIB of Schedule II of the Act and the ICDR Regulations. xxi.2009(Annexure XXII) Statement of Tax Shelter (Annexure XXIII). as restated (Annexure IV) Statement of Reserves and Surplus. Kalyaniwalla & Mistry Chartered Accountants Ermin K. Statement of Share Capital. And there are no extra-ordinary items that need to be disclosed separately in the accounts and no audit qualifications requiring adjustments. vii. xiii. as restated (Annexure VIII) Statement of Debtors. In our opinion. Statement of Significant Accounting Policies. xii. v. 2008. xv. xi. xvi. Adjustments for the material amounts in the respective financial years to which they relate. as restated (Annexure XX) Statement of Related Party Disclosures (Annexure XXI) Statement of Capitalisation as at March 31.i) Adjustments for the changes in accounting policies retrospectively in the respective financial years to reflect the same accounting treatment as per changed accounting policy for all the reporting periods. xxii. xx. viii.2009. as restated (Annexure XVIII) Statement of the Dividend paid (Annexure XIX) Statement of Accounting Ratios. as restated (Annexure XIII) Statement of Sales and Other Income. xvii. as restated (Annexure XXV) i. as restated (Annexure VI) Statement of Unsecured Loan. 35646 Place: Mumbai Date: October 21. Irani Partner Membership No. iii. the financial information contained in Annexure IV to XXIII of this report read along with the Significant Accounting Policies. 2009. ii) iii) e) We have also examined the following other financial information set out in the annexures prepared by the management and approved by the Board of Directors relating to the Company for the year ended March 31. ix. as restated (Annexure V) Statement of Secured Loan. as restated (Annexure XVI) Statement of Administration Expenses. ii. 2009 and June 30. x. 2007. 4) Our report is intended solely for use of the management and for inclusion in the Offer document in connection with the proposed issue of equity shares of the Company. as restated (Annexure XI) Statement of Investments.2009 185 . Changes in Significant Accounting Polices and Notes (Refer Annexure XXIV and XXV) prepared after making adjustments and regroupings. as restated (Annexure XXIV) Notes to the Statement of Assets and Liabilities & Profit and Losses. 2006. xix. For and on behalf of. Our report should not be used for any other purpose except with our consent in writing. as restated (Annexure XV) Statement of Employee Remuneration and Benefits. as restated (Annexure XIV) Statement of Cost of Sales.

ANNEXURE I: SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
Rs. in Million PARTICULARS AS AT 30.06.2009 2009 AS AT MARCH 31, 2008 2007 2006 2005

FIXED ASSETS Gross Block Less : Accumulated Depreciation Net Block Capital Work in Progress / Advance 111.66 41.23 70.43 1.68 72.11 75.04 37.31 37.73 32.53 70.26 54.14 27.36 26.78 2.14 28.92 44.40 20.34 24.06 2.14 26.20 36.38 14.67 21.71 21.71 27.75 14.30 13.45 13.45

INVESTMENTS

557.19

557.19

556.95

83.61

64.26

0.02

DEFERRED TAX ASSET

4.98

4.86

3.80

3.69

2.91

2.32

CURRENT ASSETS, LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Loans & Advances 980.32 5,262.60 51.53 6,516.24 12,810.69 LIABILITIES & PROVISIONS Secured Loan Unsecured Loan Current Liabilities Provisions 4,271.87 1,093.05 4,876.68 192.04 10,433.64 2,566.93 1,903.59 4,707.21 196.17 9,373.90 985.76 1,529.84 4,398.86 412.05 7,326.51 173.90 1,137.07 2,366.58 127.14 3,804.69 15.55 60.86 1,306.09 92.76 1,475.26 187.26 254.47 543.86 4.66 990.25 525.04 5,164.50 147.34 5,886.78 11,723.66 115.55 4,057.12 63.96 4,911.65 9,148.28 787.90 2,197.88 133.68 1,021.99 4,141.45 204.75 828.11 149.86 669.61 1,852.33 182.13 409.60 41.78 756.25 1,389.76

NET WORTH

3,011.33

2,982.07

2,411.44

450.26

465.95

415.30

REPRESENTED BY

186

PARTICULARS

AS AT 30.06.2009 2009 604.20 604.20

AS AT MARCH 31, 2008 604.20 2007 64.45 2006 64.45 2005 64.45

SHARE CAPITAL

RESERVES & SURPLUS

2,407.13

2,377.87

1,807.24

385.81

401.50

350.85

NET WORTH

3,011.33

2,982.07

2,411.44

450.26

465.95

415.30

187

ANNEXURE II: SUMMARY STATEMENT OF PROFITS AND LOSSES, AS RESTATED
PARTICULARS
FOR THE PERIOD 01.04.2009 to 30.06.2009

Rs. in Million FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

INCOME

Sales Operating Income Other Income Total Income

98.10 77.25 0.33 175.68

1,259.40 200.79 421.11 1,881.31

1,964.84 309.53 0.63 2,275.00

1,172.47 199.78 0.37 1,372.62

567.71 129.88 6.99 704.58

339.23 77.09 2.16 418.48

EXPENDITURE

Cost of Sales Employee Remuneration & Benefits Administration Expenses Interest & Finance Charges (Net) Depreciation

90.93 7.21 19.06 10.41 3.92

644.53 37.51 99.71 28.54 10.68

867.86 97.96 109.33 38.18 8.49

758.40 69.48 35.36 41.52 6.88

425.25 22.93 19.77 52.98 5.07

261.36 18.53 11.70 35.60 3.32

Total Expenditure

131.53

820.97

1,121.82

911.64

526.00

330.51

PROFIT BEFORE TAX

44.15

1,060.34

1,153.18

460.98

178.58

87.97

PROVISION For Current Tax For Fringe Benefit Tax For Deferred Tax PROFIT AFTER TAX (15.02) 0.13 29.26 (312.40) (1.65) 1.06 747.35 (402.88) (1.27) 0.11 749.14 (168.81) (0.77) 0.78 292.18 (57.34) (0.49) 0.59 121.34 (30.65) 0.46 57.78

Surplus Brought Forward AMOUNT AVAILABLE FOR APPROPRIATION

751.06 780.32

255.43 1,002.78

56.71 805.85

113.85 406.03

76.59 197.93

53.48 111.26

Less: Interim Dividend Proposed Dividend Dividend Distribution Tax Transfer to General Reserve 151.05 25.67 75.00 246.12 41.83 76.00 270.00 37.87 41.45 62.00 8.69 13.39 25.50 3.33 5.84

SURPLUS CARRIED FORWARD TO `BALANCE SHEET

780.32

751.06

441.90

56.71

113.85

76.59

188

ANNEXURE III: STATEMENT OF CASH FLOWS, AS RESTATED
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 Rs. in Million FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax

44.15

1,060.34

1,153.18

460.98

178.58

87.97

Adjustments for: Depreciation Profit / (loss) on disposal of Fixed Assets Interest Charges Interest Income Dividend Income Deferred Revenue Expenditure Provision for Dimunition in value of Investment / (Written Back) Profit / (loss) on Sale of Long Term Investment Operating Profit before working capital changes Adjustments for: Changes in Trade and Other receivables (98.10) (1,107.38) (1,859.24) (1,369.7 8) Changes in Loans & Advances Changes in Inventories Changes in Current Liabilities & Provisions (617.99) (455.28) 172.45 (940.44) Direct Taxes paid NET CASH FLOW FROM OPERATING ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES Proceeds from disposal of Fixed Assets Purchase of Fixed Assets Purchase of Investments Sale of Investment Interest Received Dividend Received NET CASH FLOW FROM INVESTING ACTIVITIES (53.65) (994.09) (941.60) (409.49) 311.72 (1,467.08) (422.07) (1,889.15) (3,865.28) (343.38) 672.35 (583.15) 2,035.37 1,060.98 (1,816.70) (725.99) (410.28) (65.00) (2,226.98) (790.99) 636.53 (37.44) 599.09 353.77 (40.31) 313.46 762.98 36.32 (22.62) 48.01 83.42 164.21 (418.51) (21.91) 58.48 (419.90) 679.67 (0.01) 1,200.10 509.34 0.01 231.26 -* 127.14 3.92 161.87 (151.46) 10.68 0.02 512.95 (484.41) (0.01) 8.49 0.29 270.04 (231.86) (0.03) 6.88 (0.04) 124.55 (83.03) -* 5.07 (5.38) 77.73 (24.75) -* 3.32 0.18 79.25 (43.65) -* 0.07

(5.76) 171.51 165.75

0.50 (52.54) (0.50) 420.16 450.88 0.01 818.51

0.20 (11.71) (473.32) 207.47 0.03 (277.33)

0.28 (11.60) (19.35) 74.04 -* 43.37

7.75 (15.70) (64.25) 24.26 -* (47.94)

0.42 (3.36) 43.67 -* 40.73

189

PARTICULARS

FOR THE PERIOD 01.04.2009 to 30.06.2009

FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of Equity Share Capital Proceeds from / (Repayment of) Secured Term Loan Change in Secured Working Capital Loan Proceeds from / (Repayment of) Unsecured Term Loan Change in Unsecured Working Capital Loan Proceeds from / (Repayment of) Fixed Deposits Proceeds from / (Repayment of) Inter Company Deposit Interest Paid Dividend paid (including Tax) NET CASH FLOW FROM FINANCING ACTIVITIES Net Increase/ (Decrease) in Cash and Cash Equivalents Opening Cash and Cash Equivalents Closing Cash and Cash Equivalents

900.00 804.94 (1,100.00) 159.46 130.00 (161.87) 732.53

600.00 981.17 250.00 122.85 (19.10) 20.00 (512.95) (287.95) 1,154.02

1500.00 811.86 290.00

(0.25) 158.59

(9.07) (162.63) (170.00) (21.12) (2.50) (77.75) (443.07)

(95.00) (94.81) (25.00) (6.64) (102.50) (79.96) (51.39) (455.30)

1,015.00 110.57 50.17 2.20 (10.00) (270.04) (124.55) - (378.56) 2,434.59 731.44 1.04 10.00

(95.81) 147.34 51.53

83.38 63.96 147.34

(69.72) 133.68 63.96

(16.18) 149.86 133.68

108.08 41.78 149.86

(101.11) 142.89 41.78

* Represents amount less than Rs. 10,000/-

The Cash Flow Statement has been prepared under indirect method as set out in Accounting Standard-3 on Cash Flow Statements as issued by the ICAI

190

ANNEXURE IV: STATEMENT OF SHARE CAPITAL, AS RESTATED Rs. in Million
PARTICULARS AS AT 30.06.2009 2009 AS AT MARCH 31, 2008 2007 2006 2005

AUTHORISED

100,000,000 Equity Shares of Rs 10/- each (Previous Year 100,000,000 Equity Shares of Rs. 10/- each)

1,000.00

1,000.00

1,000.00

100.00

100.00

100.00

ISSUED, SUBSCRIBED AND PAID UP

604.20

604.20

604.20

64.45

64.45

64.45

60,420,259 Equity Shares of Rs 10/- each (Previous Year 60,420,259 Equity Shares of Rs. 10/each) Notes:

1

Of the above 56,851,330 shares were issued as Bonus Shares by capitalising Share Premium, General Reserve & Profit & Loss Account

2

Of the above 48,495,209 (Previous Year 48,495,209) shares are held by Godrej Industries Ltd, the Holding Company.

191

ANNEXURE - V: STATEMENT OF RESERVES AND SURPLUS, AS RESTATED Rs. in Million
PARTICULARS AS AT 30.06.2009 2009 2008 AS AT MARCH 31, 2007 2006 2005

Share Premium

1,475.81

1,475.81

1,475.81

245.17

245.17

245.17

General Reserve

151.00

151.00

76.00

83.93

42.48

29.09

Surplus as per Profit and Loss Account Less: Utilised for issue of Bonus Shares during the year

780.32

751.06

441.90

56.71

113.85

76.59

780.32

751.06

(186.47) 255.43

56.71

113.85

76.59

TOTAL

2,407.13

2,377.87

1,807.24

385.81

401.50

350.85

NOTE :

During the year 2007 - 08 the Company has utilised General Reserve of Rs. 83.93 Million, Share Premium of Rs. 245.17 Million and Surplus as per Profit and Loss Account of Rs.186.47 Million for issue of Bonus shares & received Share Premium of Rs. 1,475.81 Million on issue of Right shares.

192

ANNEXURE VI: STATEMENT OF SECURED LOANS, AS RESTATED
Rs. in Million PARTICULARS AS AT 30.06.2009 2009 AS AT MARCH 31, 2008 2007 2006 2005

TERM LOANS State Bank of Bikaner & Jaipur (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company as Project Manager at Godrej Glenelg Cuffe Parade) UTI Bank Limited (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company as Project Manager at Godrej Castlemaine - Pune) WORKING CAPITAL LOANS State Bank of India (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company's project at Juhu - Mumbai ) 2,771.87 1,966.93 985.76 173.90 15.30 5.17 0.25 9.32 0.25 5.00 4.32

Bank of Baroda FCNR 'B' (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company as Project Manager at Shivaji Nagar Pune) State Bank of India - Commercial Paper (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company's project at Juhu - Mumbai )

-

-

-

-

-

12.77

-

-

-

-

-

160.00

SHORT TREM LOAN FROM BANKS (Secured by way of equitable mortgage of its interest, in the immovable property of the project undertaken by the Company at Chandigarh)

1,500.00

600.00

-

-

-

-

4,271.87

2,566.93

985.76

173.90

15.30

177.94

TOTAL

4,271.87

2,566.93

985.76

173.90

15.55

187.26

193

PARTICULARS

AS AT 30.06.2009 2009

AS AT MARCH 31, 2008 2007 2006 2005

Of the Above, Repayable within a year (Excluding Cash Credit) 1,500.00 600.00 0.25 173.58

Notes: The following table shows the Major Terms and Conditions of the Secured Loan obtained by the Company including the Pre payment Condtions and Lender's right to recall the loan Lender Sanctioned Amount (Rs. in Million) Utilized Amount (Rs. in Million) Rate of Interest Repayment Date Security Offered Prepayment Pre Mature Withdrawl of Credit Facility

State Bank of India (working Capital Loan)

4,010.00

2,791.97(Inclduing the Utilization of Non Fund Baed Facility to the extent of 20.10 Million)

SBAR i.e. 11.75% as on June 30, 2009

23/3/2010

Equitable mortgage of immovable property of the company's project at Juhu, Mumbai. Security by first charge on current assets of the company, Godrej Real Estate Private Limited and Happy Highrises Limited. Equitable mortgage over company's interest in if immovable property of the project undertaken by the Company at Chandigarh.

Since it is Working Capital Facility it can be repaid any time as the said facility doesn't have any fixed repayment date.

Cancellation of Working Capital Limit unconditionally any time for the reasons mentioned in the sanction letter viz. Non Utilization of Limits, Deterioration of Loan Account and Non Compliance of Terms and Conditions of Sanction.

Central Bank of India

2,000.00

500.00

100.00

(BPLR-1.00 %) (Curr. @11.00%) as on June 30.2009

19/3/2010

31/3/2010

400.00

8/4/2010

Prepayment without charges, if paid out of existing projects, otherwise 1% prepayment penalty

Loan can be recalled by Bank at any time only on occurrence of events of defaults as per the sanction letter.

500.00

10/6/2010

194

56 16.90 11.47 36.087.07 60.00 - 10.00 1.07 Notes: The following table shows the Major Terms and Conditions of the Unsecured Loan obtained by the Company including the Pre payment Condtions and Lender's right to recall the loan.00 215.00 60.59 283.620.10 15. in Million AS AT MARCH 31. Repayable within a year (Excluding Cash Credit) 650.05 443.00 35.97 INTERCORPORATE DEPOSITS 150.84 1.50 27.59 1.00 150.00 10.600.00 250.74 160.060.00 1.00 50.00 10.00 1.59 160.05 283.50 TOTAL 1.903.500.VII: STATEMENT OF UNSECURED LOANS.00 45.84 0.00 250.137.00 500.369.00 20.86 250.05 1.00 50.093.ANNEXURE .17 - FIXED DEPOSITS Directors Others 18.00 WORKING CAPITAL LOANS IDBI Bank Limited 443.00 250.00 45.86 254.2009 2009 2008 Rs. 2007 2006 2005 SHORT TERM LOANS IDBI Bank Limited State Bank of Patiala State Bank of Saurashtra The Bank of Rajasthan Limited The Catholic Syrian Bank Ltd State Bank of Travancore UCO Bank IDBI Bank Limited Punjab & Sind Bank Central Bank of India J & K Bank Limited 500.66 15.34 1.86 9.00 100.00 20.529.00 1.00 1.20 4.47 Of the Above.06.00 45.26 19.10 1.00 1.00 25.00 500.00 100.350.000.74 50. 195 .00 1.50 2. AS RESTATED PARTICULARS AS AT 30.17 50.00 - 2.63 60.

Central Bank of India (Short Term Loan) 500.A.A.00 100.00 50.A.05 BPLR 0. in Million) Utilized Amount (Rs. Fixed 13/11/2009 ICD .A.TATA INVESTMENT CORPN LTD 50. Fixed 9. 12% as on June 30.5% as on June 30.00 500. 196 .On Demand” N. 100.00 At BPLR i.A. N.e.A. in Million) Rate of Interest Repayment Date Prepayment Pre Mature Withdrawl of Credit Facility IDBI BANK LTD (Working Capital Loan) 1100.A. 12.Godrej Industries Limited (Promoter) ICD . N. N. 2009 24/3/2010 Since it is Working Capital Facility it can be repaid any time as the said facility doesn't have any fixed repayment date.A. 2009 10% P.00 1/7/2009 N. Financial Assistance – On Demand STL .e.00 443.00 24/9/2009 N.50% i.Lender Sanctioned Amount (Rs.5% P.

63 3.ANNEXURE .04 115.55 787.58 Construction Work in Progress 976.13 197 .27 19.32 525. in Million PARTICULARS AS AT 30. AS RESTATED Rs.90 204.47 120. 2007 2006 2005 Stock in Trade 3.28 768.63 24.55 TOTAL 980.VIII: STATEMENT OF STOCKS.75 182.2009 2009 2008 AS AT MARCH 31.57 135.06.33 69.41 91.28 61.69 521.

36 385.50 5.21 15. AS RESTATED Rs.24 24.95 24. in Million PARTICULARS AS AT 30.50 5.045.057.10 3.36 TOTAL 5.40 5.60 198 .045.16 385.91 11.262.259.67 812.2009 SUNDRY DEBTORS (Unsecured.IX: STATEMENT OF DEBTORS.259.11 409.183.10 3.06.ANNEXURE .197.161.67 2.161.21 14.21 4.164. 2008 2007 2006 2005 Debts over six months 3.24 Other debts 5.95 15. considered good) 2009 AS AT MARCH 31.88 828.12 2.16 812.183.10 11.10 3.60 5.21 2.40 4.91 14.50 4.

46 638.24 1.22 333.48 2.212.000/- 199 .015.57 60.886.47 98.Due from companies under the same management .74 9.66 18.89 47.25 * Represents amount less than Rs.513.47 134.24 5.43 275.65 1.20 77.81 -* 14.Due from Others Loans to GIL ESOP Trust Loans to GPL ESOP Trust Development management Fees accrued but not due Due on Management Projects Deposits Interest Accrued Taxes paid (Net of provisions) 2.52 2.09 282.63 356.68 33.72 TOTAL 6.41 - 2.13 75.80 170.68 314. 2008 2007 2006 2005 Advances recoverable in cash or in kind or for value to be received .60 19.50 - 29.61 756.49 - 28.99 669.30 67.X: STATEMENT OF LOANS AND ADVANCES.90 112.71 31.36 31.516. in Million PARTICULARS AS AT 30.84 60.911.23 870.06.88 - 312.00 573.04 249.84 75. considered good) 2009 AS AT MARCH 31. 10.ANNEXURE .10 62.021.50 0.2009 LOANS AND ADVANCES (Unsecured.199.23 978.75 0.Due from Directors .183.02 5.78 4.44 3.16 170. AS RESTATED Rs.55 197.96 89.52 2.30 359.366.

93 20.10 37.XI: STATEMENT OF CASH AND BANK BALANCES.68 149. AS RESTATED Rs.86 41.ANNEXURE . 2008 0.2009 Cash & Cheques in hand 0.45 139.96 37.06.96 133.05 10.80 40.78 200 . in Million PARTICULARS AS AT 30.32 3.83 2006 0.01 Bank balances with scheduled banks in:Current Accounts Fixed Deposits 13.50 2009 66.13 TOTAL 51.45 AS AT MARCH 31.64 38.53 147.93 42.34 63.06 82.09 2005 0.72 43.18 2007 10.

ANNEXURE XII: STATEMENT OF INVESTMENTS, AS RESTATED Rs. in Million
PARTICULARS AS AT 30.06.2009 Long Term (At Cost) 2009 AS AT MARCH 31, 2008 2007 2006 2005

Quoted Investments In Shares (Net of Provision for Diminution in Value)

0.02

0.02

0.02

*-

*-

0.01

Unquoted Investments In Shares

0.01

0.01

0.01

0.01

0.01

0.01

0.03

0.03

0.03

0.01

0.01

0.02

Investments in Subsidiary Companies

Godrej Realty Pvt. Ltd. 510,000 Equity Shares of Rs.10/- each 7,650,000 10% (1% w.e.f 01.01.09) Secured Redeemable Optionally Convertible Debentures of Rs. 10/- each 5.10 76.50 5.10 76.50 5.10 76.50 5.10 76.50 5.10 58.65 -

Godrej Waterside Properties Pvt. Ltd. 510,000 Equity Shares of Rs.10/- each 5.10 5.10 5.10 0.50 0.50 -

14,790,000 10% (1% w.e.f. 01.01.09) Secured Redeemable Optionally Convertible Debentures of Rs. 10/- each

147.90

147.90

147.90

-

-

-

Godrej Sea View Properties Pvt. Ltd. 50,000 Equity Shares of Rs.10/- each 0.50 0.50 0.50 0.50 -

Godrej Real Estate Pvt. Ltd. 50,000 Equity Shares of Rs.10/- each 0.50 0.50 0.50 0.50 -

Godrej Developers Pvt. Ltd. 34,032 Equity Shares of Rs.10/- each 0.34 0.34 0.50 0.50 -

10,000 10% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10/- each

-

-

0.10

-

-

-

Happy Highrises Limited 203,120 Equity Shares of Rs. 10/- each

320.72

320.72

320.72

-

-

-

Godrej Estate Developers Pvt.Ltd 50,000 Equity Shares of Rs. 10/- each

0.50

0.50

-

-

-

-

201

PARTICULARS

AS AT 30.06.2009 557.16 2009 557.16

AS AT MARCH 31, 2008 556.92 2007 83.60 2006 64.25 2005 -

TOTAL 1. Cost of Quoted Investments 2. Market Value of Quoted Investments * Represents amount less than Rs. 10,000/-

557.19 0.02 1.27

557.19 0.02 0.61

556.95 0.02 3.91

83.61 0.02 2.68

64.26 0.02 0.15

0.02 0.02 0.06

202

ANNEXURE - XIII: STATEMENT OF CURRENT LIABILITIES AND PROVISIONS, AS RESTATED Rs. in Million
PARTICULARS AS AT 30.06.2009 CURRENT LIABILITIES 2009 AS AT MARCH 31, 2008 2007 2006 2005

Acceptances Sundry Creditors Investor Education and Protection Fund Advances received against Sale Deposits Unclaimed Fixed Deposit Other liabilities Due to Management Projects Interest Accrued but not due on Loans

93.31 4,279.53 0.25 0.50 498.71 4.38 4,876.68

103.98 4,030.00 0.25 0.76 529.65 42.56 4,707.21

145.42 3,375.12 0.41 1.20 687.13 189.58 4,398.86

57.49 1,880.54 0.41 1.69 307.13 119.32 2,366.58

28.03 764.70 24.65 4.04 225.92 258.75 1,306.09

5.68 48.07 292.87 23.94 3.60 148.38 21.30 0.02 543.86

PROVISIONS

Gratuity Leave Encashment Interim Dividend Proposed Dividend Tax on Dividend Taxation (Net of advance tax & tax deducted at source)

7.49 7.83 151.05 25.67 192.04

6.45 5.90 151.05 25.67 7.10 196.17

4.21 4.77 246.12 41.83 115.12 412.05

3.08 2.81 121.25 127.14

2.76 2.63 62.00 8.69 16.68 92.76

2.22 2.44 4.66

TOTAL

5,068.72

4,903.38

4,810.91

2,493.72

1,398.85

548.52

203

ANNEXURE - XIV: STATEMENT OF SALES AND OTHER INCOME, AS RESTATED Rs. in Million
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 98.10 98.10 FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

Sales

1,259.40 1,259.40

1,964.84 1,964.84

1,172.47 1,172.47

567.71 567.71

339.23 339.23

Operating Income Income from Development Projects Compensation Received Project Management Fees Other Income from Customers Lease Rent License Fees 77.25 -* -* 77.25 188.35 3.90 0.03 8.49 0.01 0.01 200.79 289.04 10.00 0.03 10.44 0.01 0.01 309.53 71.07 120.00 0.01 3.51 5.18 0.01 199.78 76.74 -* 53.13 0.01 129.88 51.50 0.01 25.57 0.01 77.09

Other Income Dividend Profit on disposal of Fixed Assets (Net) Profit on Sale Of Long Term Investment Miscellaneous Income 0.33 0.33 0.01 419.90 1.20 421.11 0.03 0.60 0.63 -* 0.04 0.33 0.37 -* 5.38 1.61 6.99 -* 2.16 2.16

TOTAL

175.68

1,881.31

2,275.00

1,372.62

704.58

418.48

* Represents amount less than Rs. 10,000/-

204

ANNEXURE - XV: STATEMENT OF COST OF SALES, AS RESTATED Rs. in Million
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 525.04 FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

Own Projects Cost Opening Stock Add : Expenditure/ Transfers from Advances during the year Less : Transferred to Subsidiary Company Less : Closing Stock 546.21 (980.32) 90.93 1,054.02 (525.04) 644.53 804.25 (641.68) (115.55) 834.92 1,253.18 (787.90) 670.03 385.83 (204.75) 363.21 127.99 (182.13) 176.00 115.55 787.90 204.75 182.13 230.14

Development Project Cost

-

-

32.94

88.37

62.04

85.36

TOTAL

90.93

644.53

867.86

758.40

425.25

261.36

205

ANNEXURE - XVI: STATEMENT OF EMPLOYEE REMUNERATION & BENEFITS, AS RESTATED Rs. in Million
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 5.32 FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

Salaries, Wages and Bonus

31.00

92.86

65.89

19.86

15.95

Contribution to Provident and Other Funds

1.89

6.49

4.30

2.95

2.03

1.43

Other Employee Benefits

-

0.02

0.80

0.64

1.04

1.15

TOTAL

7.21

37.51

97.96

69.48

22.93

18.53

206

ANNEXURE - XVII : STATEMENT OF ADMINISTRATION EXPENSES, AS RESTATED Rs. in Million
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 1.66 0.03 1.19 3.87 -* -* 2.09 10.22 FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

Cost of Project Management Consultancy Charges Service Charges Compensation Claims Loss on Sale of Fixed Assets (Net) Power & Fuel Rent Insurance Rates & Taxes Repairs & Maintenance Other Operating Expenses Provision for Diminution in Value of Investments / (written back) Deferred Revenue Expenditure Written Off

1.32 7.86 0.10 0.02 3.52 10.97 0.26 0.02 0.24 75.40 -

1.23 67.20 0.13 0.75 0.29 1.16 11.45 0.88 0.05 0.12 26.08 (0.01) -

0.53 11.17 0.11 1.05 9.42 0.84 0.02 0.48 11.74 -

0.17 4.37 0.24 0.15 2.09 0.27 0.47 0.48 11.52 0.01 -*

0.26 1.30 0.25 0.79 0.18 0.13 2.37 0.08 0.44 1.18 4.65 -* 0.07

TOTAL

19.06

99.71

109.33

35.36

19.77

11.70

* Represents amount less than Rs. 10,000/-

207

ANNEXURE - XVIII: STATEMENT OF INTEREST & FINANCE CHARGES (NET), AS RESTATED Rs. in Million
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

INTEREST AND FINANCE CHARGES (NET) Interest Paid - Banks - Inter Corporate Deposits - Projects and landlords - Others Total Interest Paid Add : Brokerage & other Financial charges Total Interest & Finance Charges Paid Less: Interest Received (Gross) - Customers - Projects and landlords - Others Less: Interest Received (Gross) NET INTEREST 138.95 12.51 151.46 10.41 0.08 425.22 59.11 484.41 28.54 191.70 40.16 231.86 38.18 -* 73.64 9.39 83.03 41.52 22.52 2.23 24.75 52.98 -* 43.33 0.32 43.65 35.60 140.72 1.01 17.28 0.05 159.06 2.81 161.87 406.64 1.57 64.90 2.14 475.25 37.70 512.95 211.83 3.19 44.47 3.45 262.94 7.10 270.04 48.57 15.81 53.17 0.59 118.14 6.41 124.55 14.63 3.53 48.61 9.02 75.79 1.94 77.73 38.90 8.25 9.75 20.37 77.27 1.98 79.25

* Represents amount less than Rs. 10,000/-

208

ANNEXURE - XIX : STATEMENT OF DIVIDEND PAID Rs. in Million
PARTICULARS FOR THE PERIOD 01.04.2009 to 30.06.2009 60.42 FOR THE YEAR ENDED MARCH 31, 2009 2008 2007 2006 2005

Number of Equity Shares (No. in Million)

60.42

60.42

6.44

6.44

6.44

Face Value of Equity Shares - Rs.

10.00

10.00

10.00

10.00

10.00

10.00

Rate of Dividend (%) Interim Proposed - Final 25% 100% 419% 96% 40% -

Amount of Dividend on Equity Shares Interim Proposed - Final 151.05 246.12 270.00 62.00 25.50 -

Total Tax on Dividend

-

25.67

41.83

37.87

8.70

3.33

209

000. (b) Restated earnings per share Rs.76 7.444.70 33.259 60.59 25.2009 25.55 0.60 21.38 2.813 6.90 7. (b) Restated net asset value per share Rs.97 25.55 10.000.01 1.24 8.000.420.16 5) Return on net worth (%) 0.05 4) (a) Net asset value per share Rs.03 64.37 10. 2009 2008 2007 2006 2005 1) Adjusted profit to income from operations (%) 72.24 41. 0.30 2.62 50.06 31.55 12.78 12.07 64.48 0.420.26 5.2009 to 30.38 12.18 FOR THE YEAR ENDED MARCH 31.89 26. in Million PARTICULARS FOR THE PERIOD 01.259 58.00 3) (a) Cash earnings per share Rs.07 1.444.04.04 2.Basic and Diluted = Adjusted Profit / (Loss) after Tax but before Extraordinary Items Weighted average number of equity shares outstanding during the year Cash Earning per Share = Adjusted Profit after Tax but before Depreciation Weighted Average Number of Equity Shares Outstanding during the year Net Asset Value per Share = Net Worth excluding Revaluation Reserve Weighted Average Number of Equity Shares Outstanding during the year Return on Net Worth = Adjusted Profit / (Loss) after Tax but before Extraordinary Items Net Worth excluding Revaluation Reserve 2) Earnings per share has been calculated in accordance with Accounting Standard 20 . of shares * (b) Weighted Average no.84 49.Earnings per share issued by The Institute of Chartered Accountants of India 3) Restated profit / (loss) has been considered for the purpose of computing the above ratios.545 58.36 49. 10 each Notes : 1) The ratios have been computed as follows : Adjusted Profit to Income from Operations (%) = 60.420.64 12.91 6) (a) No.78 7.04 13. AS RESTATED Rs.545 58.259 60. 49.15 5.13 2) (a) Earnings per share Rs.09 1.76 74.84 49. (b) Restated cash earnings per share Rs. 0.905 Adjusted Profit before Tax Income from Operations Earning per Share .905 6.07 90.16 2. of shares * * Equity shares of Rs.905 6.259 60. 210 .714.36 41.420.54 7.420.444.ANNEXURE XX: SUMMARY OF ACCOUNTING RATIOS.259 60.48 12.18 1.06.20 12.545 58.

Godrej 211 . Godrej Mr. B. where common control exists: Vora Soaps Limited Bahar Agrochem & Feeds Private Limited Ensemble Holdings & Finance Limited Godrej Appliances Limited Godrej Agrovet Limited Godrej Consumer Products Limited Godrej Saralee Limited Godrej Hicare India Limited (upto 31. A.2009) Godrej Hershey Limited Godrej Infotech Limited Lawkim Limited (iv) Key Management Personnel Mr.03. the Ultimate Holding Company.18. Pirojsha A Godrej (v) Individuals exercising significant influence : Mr. Milind Surendra Korde Mr. B. GIL is the subsidiary of Godrej & Boyce Mfg Co Limited. N. (ii) Subsidiary Company at any time during the year Girikandra Holiday Homes & Resorts Limited (100% upto 28th April 2008) Godrej Realty Private Limited (51%) Godrej Waterside Properties Private Limited (51%) Godrej Developers Private Limited (51%) Godrej Sea View Properties Private Limited (100%) Godrej Real Estate Private Limited (100%) Happy Highrises Limited (100%) Godrej Estate Developers Private Limited (100%) (iii) Other Related Parties in Godrej Group. are given below: 1 Relationships (i ) Shareholders (Holding Company) Godrej Industries Limited (GIL) holds 80.ANNEXURE XXI: RELATED PARTY DISCLOSURES Related party disclosures as required by AS . " Related Party Disclosures".26% shares in the company.

in Million PARTICULARS AS AT 30.19 (8.00 0.33 1.00 0.97) 1.10 50.10 15.65 16.48 0.90 1396.63 50.35 0.95 50.87 0.41 0.18 1.2009 2 Transactions undertaken/ balances outstanding with related parties: 2009 AS AT MARCH 31.89 1.47 5.imbursed by other companies Dividend Paid Outstanding receivables.30 0. 2008 2007 2006 2005 (i ) Holding Company Transactions during the year Issue of Equity Share Capital Purchase of Fixed Assets Sale of Fixed Assets Advances given Advance Received against Sale of Flats Deposits Given Deposit Repaid Inter Corporate Deposits taken Inter Corporate Deposits repaid Interest Expense on Inter Corporate Deposits taken Construction & other expenses incurred on behalf of others Expenses charged by other companies Expenses re.23 1.49 187.20 2.66 311.20 358.42 110.28 0.93 22.00 0.697.79 0.50 17.63 3.30 2.35 1.35 3. net of payables 267.50) 0.20 4.97 84.68 0.80 406.10 2512.00 130.98) 1.06.05 212 .50 214.347.876.35 2.08 (3.50 85.58 325.60 58.85 4.58 8.35 0.42 0.68 0.65 0.60 (16.09 101.20 196.47 28.42 147.97 2.08 20.05 220.33 ( ii) Subsidiary Companies Transactions during the year Investment in Equity Shares / Preference Shares Investment in Debentures Sale of Investments (Preference Shares) Sale of Fixed Assets Advances given Advances received Construction & other expenses incurred on behalf of others Expenses charged by other companies Re payment of Expenses charged by other companies Outstanding Receivables.65 0.72 29.ANNEXURE XXI : RELATED PARTY DISCLOSURES (CONTD.11 113.) Rs.82 29.94 1.53 1500.76 2.60) 1.00 1.82 135.40 2580.07 34.69 0.81 985.87 130.57 (5. net of payables Deposit Receivable 0.00 2.17 7.63 0.

05 0.22 9.05 6.00 5.64 0.62 - (iv) Key management personnel Transactions during the year Remuneration Reimbursement of Travel expenses Interest income on Loans given Dividend paid Outstanding Loans receivable 6.2009 2009 224.42 18.19 8.12 2.46 0.15 1.85 4.00 350.00 0.65 2005 - Debentures Outstanding 224.40 2007 76.21 0. 2008 224.66 0.09 0.06.05 0.11 (0.19 13.05) 0.50 2006 58.00 150.10 (0.76 9.96 1.32 -* 1.40 (iii) Entities under the same management Transactions during the year Purchase of Fixed Assets Inter Corporate Deposit given Inter Corporate Deposit repaid Inter Corporate Deposits taken Inter Corporate Deposits repaid Interest Received on Inter Corporate Deposit Interest Expense on Inter Corporate Deposits taken Expenses charged by other companies Dividend Paid Outstanding receivables.03) 150.25 8.98 0.PARTICULARS AS AT 30.05 350.27 0.16 (0.03) 0.40 AS AT MARCH 31.02 -* 0.60 - 213 . net of payables 0.51 18.08 0.

3. as Restated of the Company as at June 30.33 604.982.92 5.07 [●] [●] [●] Long-term debt/equity ratio Total debt/equity ratio Notes: 1.364.50 [●] [●] 2. Short term debts represent debts which are due within twelve months from June 30. The Corresponding Post issue figures are not determinable at this stage pending the completion of Book Building Process and hence have not been furnished. The figures disclosed above are based on the Summary Statement of Assets and Liabilities. 214 .364. Long term debts represent debts other than short term debts. as defined above. 2009 POST ISSUE Short term debt Long term debt Total debt 5. in Million PARTICULARS AS AT 30.470.92 4.52 4. 2009.011.ANNEXURE XXII: CAPITALISATION STATEMENT Rs.87 2.470. 2009.78 1.06.20 2.377. 4.52 [●] [●] [●] Shareholders' funds Share capital Reserves Total shareholders' funds 604.407. Long Term Debts/ Equity = Long Term Debts Shareholders’ Funds 5.13 3.20 2. 1.2009 Borrowings AS AT March 31.

19 Adjustments: Permanent differences Indexation difference in long term capital gain/ loss Deduction under section 24 of the Income tax Act.18 33.54) 1.81 156.11) 0.153.82) (2. The effects of Assessment / Appellate orders have not been considered above.13) **(0.01 12.25) Tax payable for the period/ year (A+D) Current tax Interest under section 234B.11 87.78 55.060.09 0.99 391.57) Timing difference Tax depreciation and book value depreciation Provision for Diminution in value of Investment Others Provision for retirement benefits Total timing difference (C) (1.13) (1.19) (0.76) *(0.01 15.10 0.15 33.97 460.01 312.34 33.99 29.29 1.01 FOR THE YEAR ENDED MARCH 31.66 60. 2009 are as per the Return of Income filed by the Company.96 1.47 (0.94 29.99 15.03 1.58) **0.2009 to 30.31 402.2009 44.16 178. 2.01) (0.97 36.01 0. The Information pertaining to the years ended 31st March. Dividend (exempt from tax) Others Donations Difference in Short Term Capital Gain Total permanent difference (B) *(47.87 311.01 156. 234C of the Income tax Act. * Represents amount less than Rs 10.55) *(0. 2009 2008 2007 2006 2005 Profit before tax as restated Tax rate (%) Tax as per actual rate on profits (A) 1.06.94 0.64) (1.06 0.28 30. 2005 to 31st March.29 55.82) (4.69 15.98 33.40 0.63 Notes: 1.98 0.00) (0.12 (0.27) (0.27 (2.85 (4.66 155.87 0.ANNEXURE XXIII: STATEMENT OF TAX SHELTERS Rs.17) *0.88 168.000/- 215 .08) 0.01 - 311.04 (47.08) (0.41 1.04.09) *0.01) (0. 1961.44 *0.32 Total adjustments (B+C) =D - (48.99 360.44 393.07 393. in Million PARTICULARS FOR THE PERIOD 01.59 32.24 0.28) 1. The information pertaining period ended 30th June 2009 are as per computation of Income Tax. 1961 (as per income tax return) Total tax payable 15.79 57.58 33.23 (5.75) (2.93 0.15 0.07 9.17 *0.

Current investments are carried individually at lower of cost and fair value and the resultant decline. construction costs. in the value of each longterm investment is made to recognize a decline. Cost includes all incidental expenses related to acquisition and installation. d) Investments Investments are classified into long term and current investments. premium for development rights. other than of a temporary nature.ANNEXURE XXIV: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 1. Long-term investments are carried at cost. if any. b) Fixed Assets Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. Accounting Policies a) General The financial statements are prepared under the historical cost convention in accordance with Generally Accepted Accounting Principles in India. f) Revenue Recognition 216 . allocated interest and expenses incidental to the projects undertaken by the Company. at the rates specified in Schedule XIV of the Companies Act. if any. Carrying amount of cash generating units / assets are reviewed at balance sheet date to determine whether there is any indication of impairment. If such indication exists. is recognized whenever carrying amount exceeds the recoverable amount. if any. Leasehold improvements are amortized over a period of lease or five years which ever is less Intangible Assets are amortized over a period of six years. the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies Act. 1956. is charged to revenue. e) Inventories Inventories are valued as under : a) Completed Flats b) Construction Work. Impairment loss. whichever is higher. c) Depreciation / Amortization Depreciation has been provided on Written Down Value basis.in-Progress At lower of Cost or Market value At cost Construction Work in Progress includes cost of land. 1956. Assets acquired on lease are depreciated over the period of the lease. other pre-operation expenses and interest in case of construction. Provision for diminution. the recoverable amount is estimated as the net selling price or value in use.

The Company is following the “Percentage of Completion Method” of accounting. Actuarial gains and losses are recognized immediately in the Profit & Loss Account. As per this method. Dividend income is recognized when the right to receive the same is established. performance incentives. Income from operation of commercial complexes is recognized over the tenure of the lease / service agreement. are recognized at actual amounts due in the period in which the employee renders the related service. etc. gratuity is determined using the Projected Unit Credit Method. Interest income is accounted on an accrual basis at contracted rates. where relevant.e. Benefits such as salaries. costs to completion. revenue in Profit & Loss Account at the end of the accounting year is recognized in proportion to the actual cost incurred as against the total estimated cost of projects under execution with the Company. with actuarial valuations carried out as at the balance sheet date. the expected revenues from the project / activity and the foreseeable losses to completion. (ii) Defined Benefit Plans: The cost of providing benefits i. the percentages of completion. Past service cost is recognized as expense on a straight-line basis over the average period until the benefits become vested. The fair value of the plan assets is reduced from the gross obligation under the defined benefit plan. Revenue on bulk deals on sale of its properties is recognized on execution of documents. h) Employee Benefits a) Short-term employee benefits : All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. (iii) Other long-term employee benefits: 217 . some of which are of a technical nature. concerning. wages. Accounting for income from such projects is done on an accrual basis on percentage of completion or as per the terms of the agreement. Such estimates have been relied upon by the auditors. Determination of revenues under the percentage of completion method necessarily involves making estimates by the Company. g) Development Manager Fees The company has been entering into Development & Project Management agreements with landlords. to recognize the obligation on net basis. b) Post-employment benefits: (i) Defined Contribution Plans: Payments made to defined contribution plans such as Provident Fund are charged as an expense as they fall due.

subject to consideration of prudence. m) Allocation of Expenses Corporate Employee Remuneration and Administration expenses are allocated to various projects on a reasonable basis as estimated by the management. Diluted earnings per share are computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. using the applicable tax rates and tax laws. The tax effect is calculated on the accumulated timing difference at the year-end based on the tax rates and laws enacted or substantially enacted on the balance sheet date. remaining unsettled at the year end. For the quarter ended June 30. Other borrowing costs are recognized as an expense in the period in which they are incurred. Actuarial valuation with respect to Defined Benefit Plans with regard to gratuity and with respect to other long term employee benefits with regard to leave encashment is carried out at the end of each financial year. leave encashment is recognized as an expense in the profit and loss account as and when they accrue. except where the results would be anti-dilutive. Actuarial gains and losses in respect such benefits are charged to the profit and loss account. remaining unsettled at the year end. Current and fringe benefit tax is measured at the amount expected to be paid to the tax authorities. backed by underlying assets or liabilities are also translated at year-end exchange rates. Deferred tax is recognized on timing differences. k) Provision For Taxation Tax expense comprises both current. Forward exchange contracts. 2009. with actuarial valuations carried out as at the balance sheet date. being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. The Company determines the liability using the Projected Unit Credit Method. Exchange gains / losses are recognised in the Profit and Loss Account. j) Earnings Per Share The basic earnings per share is computed using the weighted average number of common shares outstanding during the period.. the company has provided for liability towards gratuity and leave encashment on provisional basis. are translated at the year end exchange rates. l) Foreign Currency Transactions Transactions in foreign currency are recorded at the exchange rates prevailing on the date of the transaction. i) Borrowing Cost Interest and finance charges incurred in connection with borrowing of funds. as a part of the cost of the projects at weighted average of the borrowing cost / rates as per Agreements respectively. n) Miscellaneous Expenditure 218 . deferred & fringe benefit tax. Assets and liabilities related to foreign currency transactions.The premium payable on foreign exchange contracts is amortised over the period of the contract. which are incurred for the development of long term projects are transferred to Construction Work in Progress / Due on Management Project.Other long-term employee benefits viz. are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets.

219 . the amount of which can be reliably estimated. Contingent liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.Miscellaneous expenditure is amortized over a period of 10 years o) Provisions and Contingent Liabilities Provisions are recognized in the accounts in respect of present probable obligations.

the same has been adjusted in the period to which the tax relates.000/(Rupees in Million) Amount 55.12 -* (2. 2004 Net Income from some projects were shown as Operating Income which has been reclassified as Sales and Cost of Sales.92 0. c) Dividend Distribution Tax The company recorded Dividend Distribution Tax for the year ended March 31. 2004 (Audited) Prior period Adjustment Deferred tax Dividend Distribution Tax Profit and Loss Account as at April 01. 2007 the same was classified under Operating Income. Net Investment in these projects was shown as respective assets and liabilities in the Balance Sheet which has been reclassified as part of Loans and Advances. During the year ended March 31. 2004 on payment basis in the year ended March 31. Net Investment in these projects were shown as part of loans and advances which has been reclassified under respective assets and liabilities in the Balance Sheet. 2004 (Restated) * Represents amounts less than Rs. as Restated. 2004 Net Income from some projects were shown as Sales and Cost of Sales which has been reclassified as Income from Development Projects. as Restated. Accordingly.48 220 . 10. AS RESTATED 2) Adjustments Relating to Previous Years a) Prior year tax adjustment OF ASSETS AND LIABILITIES AND The Company recorded prior year’s tax adjustments. Accordingly the effect of these items has been adjusted in the period to which the tax related to with a corresponding charge/ credit to the recorded period in the “Summary Statement of Profits and Losses”. 2004 (Restated) Particulars Profit & Loss Account as at April 01. b) Upto the year ended March 31. 3) Material Reclassification a) Upto the year ended March 31. as Restated’ has been adjusted for respective years in respect of short/ excess provision for Income Tax as compared to the tax payable as per the income tax assessment/ returns filed by the Company for the respective year. which primarily resulted on completion of assessments made by the Income tax authorities and difference was recorded as credit/ charge in the financial statements. as Restated and Summary Statement of Profits and Losses. 4) Profit Loss Account as at April 01. 2006 Income from Development Projects was disclosed separately in the Profit & Loss Account. b) Tax Impact Adjustments The ‘Summary Statement of Profit and Losses. In the Summary Statement of Assets and Liabilities.ANNEXURE XXV: NOTES TO THE STATEMENTS PROFITS AND LOSSES.56) 53. 2005 and 2006 the same has been regrouped and disclosed accordingly. for the year ended March 31. 2005. 2004. c) Upto the year ended March 31.

10. 20/.paid.100/.6.70/.000/- 221 . 0. Rs.06. March 31.in .1958 Claims against the Company under the Income Tax Act. fully paid up.30 * 70 * * 70 * * 70 * 400 * 70 * 32.909/-) 6) Inventories Stock . of Shares held NIL NIL NIL NIL 22.227.each. 30/. 100/.909/(Previous Year.88 500 17.58 500 17. of Shares held 70 Equity shares of Rs.88 500 17.each.01 6.10 14. 80/. No. 2009 Rs. In the opinion of the management the claims are not sustainable. Appeal preferred to Commissioner of Income Tax (Appeals) 0. of Shares held 75 75 75 75 GIRIKANDRA HOLIDAY HOMES & RESORTS LIMITED (a subsidiary company) Equity shares of Rs.99 42. 100/each.06. 2009 (Net of Advance) is amounting to Rs.597 * 70 * 75 32. Claims against the Company under the Labour Laws for disputed cases Guarantees given by Bank.597 * 70 * 75 b) c) No.85 101.88 500 * Represents amounts less than Rs.09 Matters a) b) c) d) e) f) Uncalled amount of Rs.5) Contingent liabilities : (Rupees in Million) As on 30.52 2.09 TAHIR PROPERTIES LIMITED a) Equity shares of Rs.each. of Shares held 75 Redeemable Preference Class A shares of Rs.& Rs. fully paid up No. counter guaranteed by the Company Claim against the Company under Bombay Stamp Act. No. 6.000/.99 20.1.paid up.at cost or market value (whichever is lower): (Rupees in Million) As on 2007-08 2007-08 2006-07 2005-06 2004-05 30.80 Capital Commitment outstanding as on June 30. 227. Rs.on 70 & 75 partly paid shares respectively of Tahir Properties Limited Claims against the company not acknowledged as debts represents cases filed by parties in the Consumer forum and High Court and disputed by the Company as advised by our advocates.04 49.Trade includes shares in the following Companies .

Based on projections and estimates by the Company of the expected revenues and costs to completion.06.09 2008-09 2007-08 2006-07 (Rupees in Million) 2005-06 2004-05 60. Current Assets. the net realizable value of the construction work in progress will not be lower than the costs so included.87 20. Lease income from operating leases is recognized on a straight-line basis over the period of lease.42 34.63 10) Leases a) The Company’s significant leasing arrangements are in respect of operating leases for Residential premises. In the opinion of the management.99 Inventories.06 19.09 2008-09 2007-08 2006-07 2005-06 2004-05 21. 9) As on 30. The particulars of the premises given under operating leases are as under: 222 .09 2008-09 2007-08 (Rupees in Million) 2006-07 2005-06 2004-05 34.24 170.30 197.31 20. where the matter is sub-judice with arbitrators. As on 30.06.83 8) Due on Management Projects (Rupees in Million) Particulars Due on Management Projects include a sum on account of a project.83 33.7) Cash & Bank Balances Particulars Balances with scheduled banks on deposit accounts include amounts received from flat buyers and held in trust on their behalf in a corpus fund.75 21. Loans and Advances: a) Construction Work in Progress and Due on Management projects represents materials at site and unbilled cost on the projects.38 36.48 20.01 39. b) Development Manager Fees Particulars The company has been entering into Development Agreements with landlords.23 60.23 170.62 33. Development Manager Fees accrued as per terms of the Agreement are receivable by the Company based upon progress milestones specified in the respective Agreements and have been disclosed as Development Manager Fees accrued but not due in Annexure – X As on 30.06.22 249.

11 b) The Company’s significant leasing arrangements are in respect of operating leases for Commercial/Residential premises.each to eligible employee of Godrej Properties Limited and its subsidiary companies (the participating companies).19 9. During the year 2007-08.40 4.03 0.04 42.29 11. which provides for the allotment of 442.00 (plus interest) - Options Outstanding at the beginning of the year Options granted 223 .700 Wt.56 2.700 Equity Shares of Rs. Godrej Properties Limited provides finance to the ESOP Trust and the trust has purchased 442.30 0.76 0. Lease expenditure for operating leases is recognized on a straight-line basis over the period of lease. Particulars No.11 2.11 0.700 options convertible into 442. The Scheme is administered by an Independent ESOP Trust.48 0.98 not later than 5 years Later than 5 years 6. Godrej Properties Limited (GPL).20 Later than 1 year and 31. 10/.35 23. Average Exercise Price (Rs.11 0.700 shares of Godrej Properties Limited.09 NIL NIL NIL NIL 2008-09 NIL NIL NIL NIL 2007-08 NI L NIL NIL NIL 2006-07 NIL NIL NIL NIL (Rupees in Million) 2005-06 2004-05 NIL NIL NIL 50.69 12. Shareholders and the Remuneration Committee.78 2.03 0.11 0.03 0.80 5.09 30. which has purchased Shares from Godrej Industries Limited (the holding Company) equivalent to the number of options granted by the participating companies.31 6. the Company.09 Future minimum lease payments under noncancelable operating leases Not later than 1 year 22.03 0.06 NIL NIL NIL NIL 11) Employee Stock Option Plan: In December 2007.Particulars Gross Carrying Amount of Assets Accumulated Depreciation Depreciation for the period Stock – in – trade (Refer note below) Future minimum lease receipts under non-cancelable operating leases Not later than 1 year Later than 1 year and not later than 5 years As on 30.63 7. of Options 442.06. has instituted an Employee Stock Option Plan (GPL ESOP) approved by the Board of Directors.00 1.) 620. The particulars of the premises taken on operating leases are as under: (Rupees in Million) Particulars As on 2008-09 2007-08 2006-07 2005-06 2004-05 30.06.01 0.98 0.11 2.

Since the relevant information is not readily available.00 10 Previous years figures upto 2006-07 have been recomputed due to issue of bonus shares during the year 2007-08 13) Dues To Micro. certain disclosures are required to be made relating to Micro. the price of underlying equity share on the grant date is same / less than the exercise price of the option.76 2.80 0.700 620.76 10 2006-07 292. The Group is in the process of compiling relevant information from its suppliers about their coverage under the said Act.82 2.06.86 0.) Nominal Value of share (Rs. Small & Medium Enterprises. 905 1.714.94 1. no disclosures have been made in the accounts.32 224 . Small And Medium Industries Under the Micro.35 60.05 3.66 4. The repayment of the loans granted by the company to ESOP trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period.09 10 2004-05 57. 259 12. Small and Medium Enterprises Development Act. 2006.75 3.04 10 2005-06 121.420.000.20 4. The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since. 905 2.48 10 2008-09 747.56 1.91 0.Options exercised Less : Forfeited / Expired / Lapsed Options Outstanding at the year end 30.09 29.14 58.69 0.26 60.18 58. 14) Deferred Tax The tax effect of significant temporary differences that resulted in deferred tax assets is: (Rupees in Million) Particulars 2008-09 2007-08 2006-07 2005-06 2004-05 Depreciation on Fixed Assets Others Deferred Tax Asset 0.34 58. 905 5.78 58.000. 2006 which came into force from 2nd October. 813 12. 259 0.87 3. which is administered by an independent ESOP Trust which purchases shares of GIL from the market equivalent to the number of stock options granted from time to time to eligible employees.) As on 30.97 2.00 (Plus interest) The Option granted shall vest after three years from the date of grant of option. The company has provided loan to Godrej Industries Limited Employee Stock Option Scheme (GIL ESOP). provided the employee continues to be in employment and the option is exercisable within two years after vesting. in million) Weighted average number of Equity Shares outstanding (Numbers) Basic/Diluted earnings per share (Rs. the intrinsic value of the option.37 10 2007-08 749.000. therefore being determined as Nil.000 412.420. 12) Earning Per Share Particulars Profit after tax (Rs.

as at 31st March 2009 6.72 Effect of liability Transfer in 0.34 Service Cost 0.45 6.45 0.34 0. Employee Benefits a.73 Benefits Paid (0.09. Defined Contribution Plans: Contribution to Defined Contribution Plan.89 16) Particulars Employers' Contribution to Provident Fund b. as at 31st March 2009 Fair value of plan assets as at 31st March 2009 Net obligation as at 31st March 2009 Net gratuity cost for the year ended 31st March 2009 Current Service Cost Interest Cost Expected return on plan assets Net Actuarial (gain)/loss to be recognised Net gratuity cost 6.45 Amount recognised in the Balance Sheet Present value of obligation.09 1. disclosure under Accounting Standard 17 on “Segment Reporting” issued by the Institute of Chartered Accountants of India is not applicable.72 1.06.Deferred Tax Assets / Deferred Tax Liabilities are calculated at the end of each Financial Year. 15) Segment Information : As the company has only one business segment.84 Present value of obligation. recognized as expense for the year are as under: (Rupees in Million) For the Period ended 30. However for the period ended as on 30.79 225 .06.39) Actuarial (gain)/loss on obligation 0.73 0. the company has provided Deferred Tax Asset on provisional basis. The following table sets out the funded status of the gratuity plan and the amounts recognized in the Group's financial statements as at 31 March 2009: (Rupees in Million) Particulars Current Year Change in present value of obligation Present value of obligation as at 1st April 2008 4.21 Interest Cost 0. Defined Benefit Plans: (i) Contribution to Gratuity Fund Gratuity is payable to all eligible employees on death or on separation/termination in terms of the provisions of the Payment of Gratuity Act or as per the Group's policy whichever is beneficial to the employees.

75 The estimates of future salary increases. Ahmedabad K. gratuity is carried out at the end of each financial year. Bangalore Kochi 18) Previous year figures have been regrouped / rearranged where ever necessary to confirm to current year’s classification. 2009. Pune GVD. 226 . take into account inflation. seniority.Development of the following Residential / Commercial Projects: Coliseum. Mumbai Edenwoods. Mumbai Eternia Chandigarh Project Godrej Garden City. Syama Raju. promotion and other relevant factors. Mumbai Shivajinagar. Mumbai Walkeshwar. Kalyan Riverside Kalyan Avalon Project.75 4. Mangalore Sanjay Khan. Therefore for the quarter ended June 30. Mumbai Glenelg. Bangalore Gold County. 17) Information in respect of Joint Ventures Jointly controlled operations . such as supply and demand in the employment market Actuarial valuation in respect of Defined Contribution Plan viz. Bangalore Grenville Park.75 7. Bangalore Planet Godrej. considered in actuarial valuation.Assumptions used in accounting for the gratuity plan Discount Rate Salary escalation rate Expected rate of return on plan assets % 7. Mumbai Woodsman Estate. the company has provided for liability towards gratuity on provisional basis.

Notes and Changes in Significant Accounting Policies (Refer Annexure XXIII and XXIV)). Nil for the financial year ended March 31. as set out in Annexure III to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies.2009. 2009 as amended to date (“the ICDR Regulations”) and terms of our engagement agreed upon with you in accordance with our letter dated October 15. 2009 examined by us. 2008. the ICDR Regulations and terms of our engagement agreed with you we further report that: a) The Consolidated Summary Statement of Assets and Liabilities. 2009. b) The Consolidated Summary Statement of Profits or Losses. as restated. 227 . and for the period ended on June 30. 2005 and for the period ended on June 30. 2009 in connection with the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus (collectively hereinafter referred to as “Offer document”) proposed issue of Equity shares of the Company. 2007. as restated. as restated. 1956 (“the Act”) and Issue of Capital and Disclosures Requirements) Regulations. 156. 4.58 million and total revenue of Rs. 2009. 2005 and for the period ended on June 30. Part II of Schedule II of the Companies Act. 2007. 2. 2008. as set out in the Annexure II to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies. as set out in the Annexure I to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies. 2006. of the Company and its subsidiaries for the year ended March 31. 1. prepared in terms of the requirements of Paragraph B. 2007. 2007. 3. 2005. 2007. Notes and Changes in Significant Accounting Policies (Refer Annexure XXIII and XXIV). These financial statements have been audited by another firm Kalyaniwalla Mistry & Associates. Rs. This information has been extracted by the Management from financial statements of the Company and the respective subsidiaries for the year ended March 31. GODREJ PROPERTIES LIMITED Dear Sirs. 1956 TO THE BOARD OF DIRECTORS. 2009 examined by us. as approved by the Board of Directors of the Company and the respective subsidiaries. Chartered Accountants and for the purposes of our examination. 2009 examined by us. 28. 2009. Nil for the financial year ended March 31 2006 and Rs. 2006.28 million and total revenue of Rs.42 million for the financial year ended March 31. 623. 2008. 2005 and for the period ended on June 30. we have placed reliance on their reports for the respective years. 2006 and 2005 whose Financial Statements reflect total assets of Rs. 2007. 2009. 2005. of the Company and its subsidiaries for the year ended March 31. 1. 2006. 2006. c) The Consolidated Summary Statement of Cash Flows. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act. We did not audit the financial statements of the subsidiaries for the financial years ended March 31. Notes and Changes in Significant Accounting Policies (Refer Annexure XXIII and XXIV). We have examined the attached consolidated financial information of Godrej Properties Limited (“the Company”) and its subsidiaries (collectively hereinafter referred to as “the Group”). of the Company and its subsidiaries as at March 31. 2008.Auditors’ report as required by Part II of Schedule II of the Companies Act.81 million and total revenue of Rs.

as restated (Annexure XVIII) xvi) Consolidated Statement of Dividend Paid (Annexure XIX) xvii) Consolidated Statement of Accounting Ratios. as restated. as restated (Annexure XX) xviii) Consolidated Statement of Related Party Disclosures (Annexure XXI) xix) Consolidated Statement of Capitalisation as at March 31. as Restated (Annexure XV) xiii) Consolidated Statement of Employee Remuneration & Benefits. as restated (Annexure XI) Consolidated Statement of Investments.2009 and June 30. Consolidated Profits and Losses and Consolidated Cash Flows. and more specifically described in point 3(a). as restated (Annexure XXIII) xxi) Notes to the Consolidated Statement of Assets and Liabilities & Profit and Losses. as restated (Annexure IV) Consolidated Statement of Reserves & Surplus. we are of the opinion that the Restated Financial Information has been made after incorporating: i) Adjustments for the changes in accounting policies retrospectively in the respective financial years to reflect the same accounting treatment as per changed accounting policy for all the reporting periods. 2007. as restated (Annexure XIV) xii) Consolidated Statement of Cost of Sales. as restated (Annexure XIII) xi) Consolidated Statement of Sales and Other Income. as restated (Annexure XXIV) In our opinion. 2006. 2005 for the period ended on June 30. as restated (Annexure XII) Consolidated Statement of Current Liabilities and Provisions. 2009. there are no extra-ordinary items that need to be disclosed separately in the accounts and no audit qualification requiring adjustments. as considered appropriate. as restated (Annexure VI) Consolidated Statement of Unsecured Loan. as restated (Annexure V) Consolidated Statement of Secured Loan. have been prepared in accordance with Part IIB of Schedule II of the Act and the SEBI Guidelines. iii) Further. d) Based on the above. i) ii) iii) iv) v) vi) vii) viii) ix) x) 228 . as restated (Annexure XVI) xiv) Consolidated Statement of Administration Expenses. as restated (Annexure VII) Consolidated Statement of Stocks. as restated (Annexure XVII) xv) Consolidated Statement of Interest & Finance Charges (net).The Summary Statement of Consolidated Assets and Liabilities. as restated (Annexure IX) Consolidated Statement of Loan and Advances as restated (Annexure X) Consolidated Statement of Cash and Bank Balances. 3(b) and 3(c) above are together hereinafter referred to as ‘Restated Financial Information’. e) We have also examined the following consolidated other financial information set out in the Annexures prepared by the management and approved by the Board of Directors relating to the Company and it subsidiaries for the year ended March 31. 2009 2008. the financial information contained in Annexure IV to XXII of this report read along with the Significant Accounting Policies and Notes and Changes in Significant Accounting Policies (Refer Annexure XXIII and XXIV) prepared after making adjustments and regroupings. as restated (Annexure VIII) Consolidated Statement of Debtors.2009 (Annexure XXII) xx) Consolidated Statement of Significant Accounting Policies. ii) Adjustments for the material amounts in the respective financial years to which they relate. Consolidated Statement of Share Capital.

Our report should not be used for any other purpose. 35646 Place: Mumbai Date: October 21. Irani Partner Membership No. For and on behalf of. except with our consent in writing.2009 229 . Kalyaniwalla & Mistry Chartered Accountants Ermin K.5) Our report is intended solely for the use of the management and for inclusion in the Offer document in connection with proposed issue of equity shares of the Company.

ANNEXURE I: CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES.83 1903.138.77 1093.30 5855.005.19 370.04 13.035.59 5376.02 398.307.07 2.68 393.29 REPRESENTED BY 230 .434.82 415.06 0.529.91 4.12 43.12 86.27 2.12 1.40 1.30 30.05 0.72 4.90 359.05 0.39 16.10 192.41 LIABILITIES & PROVISIONS Secured Loan Unsecured Loan Current Liabilities Provisions 6364.48 32.74 71.67 2.47 543.03 92.74 3962.91 2.67 39.201.961.36 1.72 2.10 903.137.74 20.2009 2009 Rs.83 30.51 410.86 1.00 392.01 0.94 268.60 450.20 1.76 1.94 7.80 398.491.66 990.14 372.05 0.05 70.16 470.01 NET WORTH 3.05 5842.90 60.05 2.92 4.19 45.86 3.21 4330.03 0.60 41.86 3.03 0.11 185.32 CURRENT ASSETS.64 5756.057.172.84 4.06.88 161.805.847.61 828.14 44. in Million AS AT MARCH 31.41 53.83 INVESTMENTS 0.54 392. LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Loans & Advances 5873.16 4.95 4758.57 9.853.40 14.30 2.78 3.02 DEFERRED TAX ASSET 4. AS RESTATED PARTICULARS AS AT 30.05 0.65 247.05 0.521.48 62.13 14.01 0.844.86 14.53 28.55 187.663.38 38.47 42.97 12.032.01 0.372.197.11 127.01 0.746.01 0.48 1.06 0.91 1.532.22 1.34 2.83 409.03 0.96 4659.78 728. 2008 2007 2006 2005 FIXED ASSETS Gross Block Less : Accumulated Depreciation Net Block Capital Work in Progress / Advance 435.05 716.25 192.99 4.415.30 MISCELLANEOUS EXPENDITURE Preliminary Expenditure 0.19 39.47 2.26 254.05 0.128.83 197.75 231.

45 64.30 2384.PARTICULARS AS AT 30.90 - NET WORTH 3.06.36 16.45 RESERVES & SURPLUS 2414.83 401.47 350.16 470.20 604.47 2.30 381.035.10 3.415.60 450.84 MINORITY INTEREST 17.51 1.82 415.88 4.005.45 64.804.76 7.86 3.29 231 .20 604. 2008 2007 2006 2005 SHARE CAPITAL 604.2009 2009 AS AT MARCH 31.20 64.

65) 1.413.71 129.38 175.16 418.79 (9.82 402.67 246.49 7.33 (30.48 1.58 87.18 1.53 11.68 750.275.51 PROFIT BEFORE TAX AND MINORITY INTEREST 45.06.86 97.87 62.37 1.49 252.2009 Rs.55 758.86 53.48 40.25 Less: Interim Dividend Proposed Dividend Dividend Distribution Tax 151.34) 756.58 197.152.05 25.54 456.502.42 52.27) 0.85 200.40 69.35 1.78 (0.51 99.25 22.65) 0.00 37.39 (322.73 1.089.51 1.08 766.59 121.73 802.33 232 .009.99 704.37 38.93 19.91 113.91 53.90 2.15 8.63) 0.93 7.00 8.12 41.36 178.70 35.05 76.88) (1.58 339.76 287.62 567.70 25.88 40.20 1.78 0.11 748.89 1.ANNEXURE II: CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES.172.91 1.07 37.60 3. 2009 2008 2007 2006 2005 INCOME Sales Operating Income Other Income Total Income 98.02 288.32 330.851.00 261.54 1.96 109.26 425.23 121.84 309.372.10 77.07 526.49) 0.47 199.88 6.98 5.20 867.16 9.97 PROVISION For Current Tax For Fringe Benefit Tax For Deferred Tax NET PROFIT AFTER TAX AND BEFORE MINORITY INTEREST Minority Interest NET PROFIT AFTER TAX AND MINORITY INTEREST Surplus Brought Forward AMOUNT AVAILABLE FOR APPROPRIATION (15.77 52.72 2.35) (0. AS RESTATED PARTICULARS FOR THE PERIOD 01.48 EXPENDITURE Cost of Sales Staff Cost Administration Expenses Interest & Finance Charges (Net) Depreciation Total Expenditure 90.25 (402.77) 0.23 77.09 1.964.09 2.60) 29.47 111.04.2009 to 30.14) (0.36 18.21 19.46 57.83 270.50 (169.50 3.53 0.70 787.211.33 57.09 129.27 11.122.84 1.25 0.13 30.53) (1.01 916.21 (57.79 449.46 4. in Million FOR THE YEAR ENDED MARCH 31.78 757.

2009 to 30.49 757.58 233 .PARTICULARS Transfer to General Reserve FOR THE PERIOD 01.45 2006 13.39 2005 5.06.00 2007 41.00 2008 76.82 76.04.84 SURPLUS CARRIED FORWARD TO BALANCE SHEET 787.73 113. 2009 75.2009 - FOR THE YEAR ENDED MARCH 31.70 438.96 52.

72 (2.44 (21.38 0.39 11.553.94) (411.096.034.36) (1.95 (84.82 36.91) 164.25 (43.63 (53.58 87.38 (520.58 7.41 0.47) 79.210.30) (3.07 (1.78) (182.42) (2.15 7.24) (1.141.14 (778.500.01 124.88) 2. 2009 2008 2007 2006 2005 CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax and Minority Interest 45.200.09 -* 160.ANNEXURE III: CONSOLIDATED STATEMENT OF CASH FLOWS.40 47. AS RESTATED PARTICULARS FOR THE PERIOD 01.114.72) 703.04.44) (1.675.35 1.78) 763.97) (61.36) 43.32 0.75) 224.2009 Rs.30 (38.910.89 1.80) 24.11) (1.20 0.32 353.01 545.01 467.83 5.87) 169.33) (844.04) 0.38) -* 77.297.75 (15.67 -* 40.00 (5.07 -* 127.06.01 274.81) (1.46) -* 503.79) (65.31) 313.64 (236.10) (348.41) 0.699.41 0.77 (40.80 163.77 -* 67.937.20 (337.73 (24. in Million FOR THE YEAR ENDED MARCH 31.65) -* 0.03 (113.81) (429.369.18 -* 79.859.36 9.14 Adjustments for: Changes in Trade and Other receivables Changes in Loans & Advances Changes in Inventories Changes in Current Liabilities & Provisions CASH GENERATED FROM OPERATIONS Direct Taxes paid NET CASH FLOW FROM OPERATING ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES Proceeds from disposal of Fixed Assets Purchase of Fixed Assets Interest Received Dividend Received NET CASH FLOW FROM INVESTING ACTIVITIES CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of Equity Shares 1.61 545.51 (2.04 0.12) (418.73 (98.46 -* 16.36) (1.48) (1.58 (152.55) (940.867.130.28 0.01) 1.75) -* 0.26 3.36 178.01 231.11 0.17) 58.89) (0.42 (3.01 (0.54 456.086.97 Adjustments for: Depreciation Profit / (loss) on disposal of Fixed Assets Preliminary expenses written off Interest Charges Interest Income Dividend Income Deferred Revenue Expenditure Provision for Diminution in value of Investment / (Written Back) Operating Profit before working capital changes 4.44) 508.03) (0.47) (1.089.66) 468.68) (1.51) 8.07 (5.93 22.43) 1.28 (12.125.2009 to 30.67) 498.01) 1.88 (37.46 234 .48 0.48) (0.152.

06) (120.81) (25.90 56.00) (21.04 10.17 2008 4.95) 3.30 (23.100.17 1.04.58) 2005 (95.00 (160.56) 752.07) (162.50) (79.66) 2.30 981.10 811.10) 20.21 182.10 143.50) (378. 10.00 122.35 (9.30) (198.86 290.94 (1.42) 733.06.44 86.78 * Represents amount less than Rs.89 41.012.41) (287.33 2.000/- The Cash Flow Statement has been prepared under indirect method as set out in Accounting Standard-3 on Cash Flow Statements as issued by the ICAI 235 .60 1. 2009 0.80) 161.25) 158.02) (532.57 2.98 FOR THE YEAR ENDED MARCH 31.2009 -900.74 (74.20 (10.00) 159.78 185.39) (455.00) (6.59 2006 4.05 (101.00 110.90 142.591.00) (259.85 (19.10 86.05 161.96) (51.30 268.477.53) 268.64) (170.50) (381.27 41.95) 185.50) (77.97 2007 17.00 50.00 (0.00 804.64) (102.15 (0.2009 to 30.12) (2.PARTICULARS Proceeds from issue of equity shares to minority Proceeds from issue of debentures Proceeds from / (Repayment of) Secured Term Loan Change in Secured Working Capital Loan Proceeds from / (Repayment of) Unsecured Term Loan Change in Unsecured Working Capital Loan Proceeds from / (Repayment of) Fixed Deposits Proceeds from / (Repayment of) Inter Company Deposit Preliminary Expenses Incurred Interest Paid Dividend paid (including Tax) NET CASH FLOW FROM FINANCING ACTIVITIES Net Increase/ (Decrease) in Cash and Cash Equivalents Opening Cash and Cash Equivalents Closing Cash and Cash Equivalents FOR THE PERIOD 01.74 70.46 130.11) 142.17 250.015.00 (0.00) (94.

420.each (Previous Year 60.45 64.each (Previous Year 100.495.06.20 64.209) shares are held by Godrej Industries Ltd.each) 604.20 604.45 64.209 (Previous Year 48.each) 1.259 Equity Shares of Rs. AS RESTATED Rs.00 1.330 shares were issued as Bonus Shares by capitalising Share Premium.495.000.000.000. in Million PARTICULARS AS AT 30. 236 .45 Notes: 1 Of the above 56.00 100.00 100.000.000 Equity Shares of Rs 10/.20 604.ANNEXURE IV: CONSOLIDATED STATEMENT OF SHARE CAPITAL. SUBSCRIBED AND PAID UP 60.00 1.851. 10/.259 Equity Shares of Rs 10/.000. 10/.00 ISSUED.2009 2009 AS AT MARCH 31. the Holding Company. 2008 2007 2006 2005 AUTHORISED 100.00 100.420.000 Equity Shares of Rs. General Reserve & Profit & Loss Account 2 Of the above 48.

475.475.58 76.51 1.70 438.81 1.06.70 757.49 52.V: CONSOLIDATED STATEMENT OF RESERVES AND SURPLUS.93 Million. Share Premium of Rs.81 1. 1.475.81 245.82 113.82 76.00 83.81 Million on issue of Right shares.17 General Reserve 151.30 381.96 (186.58 TOTAL 2. 237 .73 113.47 Million for issue of Bonus shares & received Share Premium of Rs.93 42.30 2. 83.17 Million and Surplus as per Profit and Loss Account of Rs.384.804.08 the Company has utilised General Reserve of Rs.17 245.475. 245.2009 2009 AS AT MARCH 31.00 76.83 401.73 52.47) 252.47 350.09 Surplus as per Profit and Loss Account Less: Utilised for issue of Bonus Shares during the year 787.48 29.49 757. 2008 2007 2006 2005 Share Premium 1.17 245. AS RESTATED Rs.ANNEXURE .414.186.49 787. in Million PARTICULARS AS AT 30.00 151.84 NOTE : During the year 2007 .

Commercial Paper - - - - - 12.60 9.30 - - 0.Pune) State Bank of India (Secured by charge of development rights of Company's project Godrej Waterside IT Park at Kolkata) - - - - - 4.17 Bank of Baroda FCNR 'B' (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company as Project Manager at Shivaji Nagar .00 238 .2009 2009 AS AT MARCH 31.2009) Secured Redeemable Optionally Convertible Debentures of Rs.32 DEBENTURES 10% (1% from 01.30 - - - - 1.50 56.771.90 15.00 1.092.93 985.Cuffe Parade) UTI Bank Limited (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company as Project Manager at Godrej Castlemaine . 2008 2007 2006 2005 TERM LOANS State Bank of Bikaner & Jaipur (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company as Project Manager at Godrej Glenelg .06.32 WORKING CAPITAL LOANS State Bank of India (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company's project at Juhu . 5) 215.60 215.877. AS RESTATED Rs.35 - 2.87 1. in Million PARTICULARS AS AT 30.32 - - - - 0.01.092.77 - - - - - 160.Mumbai ) 2.90 2.877.877.60 73.877.ANNEXURE VI: CONSOLIDATED STATEMENT OF SECURED LOANS.50 56.60 215.30 1.25 9.30 1. 10/each (Refer Note No.60 73.30 5.966.76 173.Pune) State Bank of India .25 5.90 215.

Repayable within a year (Excluding Cash Credit) 2.791.2009 2009 AS AT MARCH 31.00 0. in Million) Rate of Interest Repayment Date Security Offered Prepayment Pre Mature Withdrawl of Credit Facility State Bank of India (working Capital Loan) 4. in Million) Utilized Amount (Rs. Deterioration of Loan Account and Non Compliance of Terms and Conditions of Sanction.00 2.36 247. in the immovable property of the project undertaken by the Company at Chandigarh) TOTAL 1. Cancellation of Working Capital Limit unconditionally any time for the reasons mentioned in the sanction letter viz.40 71.00 600.75% as on June 30.659. Secured by Chareg of development rights of Company's Project Godrej Waterside IT Since it is Working Capital Facility it can be repaid any time as the said facility doesn't have any fixed repayment date.76 173. 2008 2007 2006 2005 (Secured by way of equitable mortgage of immovable property of the project undertaken by the Company's project at Juhu .10 Million) SBAR i.25% P.97(Inclduing the Utilization of Non Fund Baed Facility to the extent of 20.26 Of the Above.00 - - - - 6.87 1.500.771.966.90 187.00% Subject to Minimum of 11. 11. 2009 23/3/2010 Equitable mortgage of immovable property of the company's project at Juhu. as on June 30.90 15. Mumbai.Mumbai ) 2.25 173.A.000.00 1877.58 Notes: The following table shows the Major Terms and Conditions of the Secured Loan obtained by the Company including the Pre payment Condtions and Lender's right to recall the loan Lender Sanctioned Amount (Rs.06.30 SBAR 1.30 177.201.PARTICULARS AS AT 30.77 4.010.94 SHORT TREM LOAN FROM BANKS (Secured by way of equitable mortgage of its interest. State Bank of India (Term Loan) 2000.93 985. 2009 Q1 2011 500 Million Q2 2011 500 Million Q3 2011 500 Million Prepayment without Penalty if paid out of the sale proceeds of the project or at the Lender can ask for Payment of Loan any time only in case of occurance of one or more other covenents as mentioned in the 239 . Security by first charge on current assets of the company. Non Utilization of Limits.e. Godrej Real Estate Private Limited and Happy Highrises Limited.83 1.364.00 600.

Prepayment without charges.00 100.00 10/6/2010 Equitable mortgage over company's interest in if immovable property of the project undertaken by the Company at Chandigarh. 0. HDFC Venture Trustee Company Limited 10% (1% from 01. Q4 2011 Balance Park at Kolkata instance of the bank.00%) as on June 30. Seven Years from the deemed date of allotment or by a 7 days notice by the Investor seeking pre mature redemption. in Million) Utilized Amount (Rs. 10/each Central Bank of India - 215. Lender has the right to seek redemption by giving a 7 days notice to the company.00 %) (Curr. Secured to the extent of land valued at Rs.00 8/4/2010 500. otherwise 2% Prepayment Premium of the amount prepaid.Lender Sanctioned Amount (Rs.60 1% P.01. 240 . otherwise 1% prepayment penalty Loan can be recalled by Bank at any time only on occurance of events of defaults as per the sanction letter.A.58 Million of the group disclosed under the head "Fixed Assets". whichever is earlier.2009) Secured Redeemable Optionally Convertible Debentures of Rs. if paid out of existing projects.000.2009 19/3/2010 31/3/2010 400. 2008 and which in the opinion of the Bank is detrimental to the continution of Facility. @11. Not Permitted 2. in Million) Rate of Interest Repayment Date Security Offered Prepayment Pre Mature Withdrawl of Credit Facility Facility Agreement dated September 12.00 500.00 (BPLR-1.

86 250.093.74 50.ANNEXURE .20 4.00 35.07 60.47 Of the Above. AS RESTATED Rs.47 36.50 2.05 283. Repayable within a year (Excluding Cash Credit) 650.00 60. 2008 2007 2006 2005 SHORT TERM LOANS IDBI Bank Limited State Bank of Patiala State Bank of Saurashtra The Bank of Rajasthan Limited State Bank of Travancore UCO Bank IDBI Bank Limited The Catholic Syrian Bank Ltd Punjab & Sind Bank Central Bank of India J & K Bank Limited 500.17 50.087.26 19.34 1.84 1.00 20.06.000.00 1.00 1.2009 2009 AS AT MARCH 31.97 INTERCORPORATE DEPOSITS 150.00 250.00 45.56 16.620. 241 .00 1.00 20.00 10.05 443.00 215.00 250.00 45.50 27.00 WORKING CAPITAL LOANS IDBI Bank Limited 443.00 1.060.00 100.00 - 10.17 - FIXED DEPOSITS Directors Others 18.350.00 500.00 250.00 1.86 9.00 1.00 - 2.00 1.00 10.86 254.00 100.59 160.00 45.500.05 1.74 160.07 Notes: The following table shows the Major Terms and Conditions of the Unsecured Loan obtained by the Company including the Pre payment Condtions and Lender's right to recall the loan.903.10 15.600.00 50.00 50.00 500.369.63 60.59 1.90 11.529.137.59 283.00 25.50 TOTAL 1.00 150. in Million PARTICULARS AS AT 30.84 0.66 15.10 1.VII: CONSOLIDATED STATEMENT OF UNSECURED LOANS.

N.A.e.A.00 At BPLR i.On Demand Central Bank of India (Short Term Loan) 500.TATA INVESTMENT CORPN LTD 50.A. in Million) Rate of Interest Repayment Date Prepayment Pre Mature Withdrawl of Credit Facility IDBI BANK LTD (Working Capital Loan) 1100.05 BPLR 0.A. N. 242 .Lender Sanctioned Amount (Rs.50% i.A. N. Fixed 13/11/2009 N.00 24/9/2009 N. 2009 24/3/2010 Since it is Working Capital Facility it can be repaid any time as the said facility doesn't have any fixed repayment date. Financial Assistance – On Demand STL .A. Fixed 9.5% as on June 30.00 443.e.5% P. 2009 10% P.00 100.00 1/7/2009 N. 12. ICD . 12% as on June 30.00 500.A.Godrej Industries Limited (Promoter) ICD . 100. in Million) Utilized Amount (Rs.00 50.A.

60 180.06.69 1. in Million PARTICULARS AS AT 30.170.12 TOTAL 5.63 3.71 Construction Work in Progress 5.64 2.40 43.01 2.847.63 1.869. 2008 2007 2006 2005 Stock in Trade 3. AS RESTATED Rs.30 4.05 231.2009 2009 AS AT MARCH 31.67 4.758.755.61 192.172.23 1.ANNEXURE .VIII: CONSOLIDATED STATEMENT OF STOCKS.92 1.846.45 51.83 243 .21 149.873.

ANNEXURE .16 385.10 3.94 4.21 2.95 24.10 11.11 409.855. 2008 2007 2006 2005 Debts over six months 3.16 385.95 5753.36 5.21 15. considered good) 2009 AS AT MARCH 31.183.21 2.60 244 .045.67 812.10 11.84 4. in Million PARTICULARS AS AT 30.2009 SUNDRY DEBTORS (Unsecured.84 4.24 Other debts 5851.91 14. AS RESTATED Rs.95 5.IX: CONSOLIDATED STATEMENT OF DEBTORS.12 2.36 TOTAL 5.851.88 828.045.91 14.197.05 5.67 812.10 3.24 3.057.753.06.21 15.756.95 24.183.

74 0.000/- 245 .22 89.45 0.65 420.48 0.330.37 2.23 870.55 197.89 22.72 728.84 60.20 * Represents amount less than Rs.74 4.80 170.00 209.48 2015.57 1.37 280.13 75.35 98. considered good) 2009 AS AT MARCH 31.30 39.39 1.11 18.06.23 978.72 0.30 359. 10.Due from Directors .22 333.X: CONSOLIDATED STATEMENT OF LOANS AND ADVANCES. AS RESTATED Rs.30 716.22 36.85 3.53 35.90 112.59 477.85 77.68 17.04 249.37 237.09 282.68 314.43 -* 91.Due from Others Secured (secured against Bank Guarantee) Loans to GIL ESOP Trust Loans to GPL ESOP Trust Development Management Fees accrued but not due Due on Management Projects Deposits Interest Accrued Taxes paid (Net of provisions) TOTAL 2.94 4.63 356.962.853.57 60.40 126.Due from companies under the same management .ANNEXURE . in Million PARTICULARS AS AT 30.52 2212.99 903.43 275.71 31.28 62. 2008 2007 2006 2005 Advances recoverable in cash or in kind or for value to be received .2009 LOANS AND ADVANCES (Unsecured.44 3.74 182.02 5.183.47 638.24 1.40 1.16 170.

39 185. AS RESTATED Rs.01 31.07 169.52 0.74 25.30 90.04 57.78 139.21 62.56 161.70 66.06.64 38. 2008 2007 2006 2005 Cash & Cheques in hand Bank balances with scheduled banks in:Current Accounts Fixed Deposits TOTAL 0.ANNEXURE .10 15.59 0.93 70. in Million PARTICULARS AS AT 30.13 41.XI: CONSOLIDATED STATEMENT OF CASH AND BANK BALANCES.2009 2009 AS AT MARCH 31.75 86.78 246 .44 268.58 37.05 3.32 60.50 0.23 13.

15 0.01 0.02 -* -* 0.06.27 0.02 0.000/- 247 .01 0. in Million PARTICULARS AS AT 30.02 2.2009 Long Term (At Cost) 2009 AS AT MARCH 31.01 Unquoted Investments 0. Cost of Quoted Investments 0.01 0.91 2.01 TOTAL 0.02 0.02 0.01 0.06 * Represents amount less than Rs. 10.03 0.03 0.02 0.02 1.61 3.02 0.ANNEXURE XII : CONSOLIDATED STATEMENT OF INVESTMENTS.02 0.01 0.03 0. AS RESTATED Rs.01 0. 2008 2007 2006 2005 Quoted Investments In Shares (Net of Provision for Diminution in Value) 0.68 0. Market Value of Quoted Investments 1.02 0.01 0.

05 25.56 32.76 618.975.45 2.25 0.67 8.ANNEXURE .57 248 .20 732.67 192.574.99 119.69 16.12 41.65 5.27 1.69 359.65 4.22 2.57 0.58 19.04 6.11 28.10 305.68 92.32 4.41 1.45 5.87 23.60 148. AS RESTATED Rs.68 48.70 24.50 848.13 0.32 4.03 5.00 8.41 1.43 0.30 0.58 1.04 225.21 4.663.83 114.71 764.80 5.43 189.16 2.XIII: CONSOLIDATED STATEMENT OF CURRENT LIABILITIES AND PROVISIONS.01 410.76 2.66 TOTAL 6.12 292.69 2.82 5.27 127.14 5.06.83 151.307.25 1.77 246.648.63 62.58 0.90 197.68 4.92 258.42 42.79 548.97 4.44 4.26 4664.83 210.38 32.521.08 2.034.074.90 151.94 3.2009 CURRENT LIABILITIES 2009 AS AT MARCH 31.49 7.25 0.51 59.376.76 0.38 21.81 121.91 PROVISIONS Gratuity Leave Encashment Interim Dividend Proposed Dividend Tax on Dividend Taxation (Net of advance tax & tax deducted at source) 7.399.02 543.842.76 2.06 4377.509.05 25.94 3. 2008 2007 2006 2005 Acceptances Sundry Creditors Investor Education and Protection Fund Advances received against Sale Deposits Unclaimed Fixed Deposit Other liabilities Due to Management Projects Interest accrued but not due on loans 291.63 3. in Million PARTICULARS AS AT 30.

00 0.05 0.78 76.54 2.16 TOTAL 175.000/- 249 .88 51.03 10.04 0.50 0.XIV: CONSOLIDATED STATEMENT OF SALES AND OTHER INCOME.964.01 25.73 2.85 1.90 0.99 -* 2.57 0.502.964.38 0.62 704.33 0.58 418.01 0.13 0.61 6.79 449.25 188.01 309.47 2006 567.01 77. 10.71 2005 339.37 -* 5.84 2007 1. in Million PARTICULARS FOR THE PERIOD 01.44 0.49 0.851.01 199.25 -* -* 77.90 1.172.72 -* 0. 2009 1.20 28.ANNEXURE .47 1.79 289.18 0.172.00 0.23 339.69 0.74 -* 53.04.372.51 5.01 200.2009 98.33 0.53 71.275.90 0.48 * Represents amount less than Rs.23 Sales Operating Income Income from Development Projects Compensation Received Project Management Fees Other Income from Customers Lease Rent License Fees 77.84 1.09 1.16 2.01 129.03 8.10 98.10 FOR THE YEAR ENDED MARCH 31.01 3.09 Other Income Dividend Profit on disposal of Fixed Assets (Net) Profit on sale of Long Term Investment Miscellaneous Income Interest Income 0.85 2008 1.01 0.01 419.851.2009 to 30.71 567.07 120.06.04 10.03 0. AS RESTATED Rs.38 1.35 3.

37 62.99 (231.65 Add : Expenditure/ Transfers from Advances during the year Less : Transferred to Interest & Finance Charges Less : Closing Stock 1205. 2009 2008 2007 2006 2005 Own Projects Cost Opening Stock 2.04 85.86 758.36 TOTAL 90.64) 1.92 1.05 231.93 3145.47 (1.79 (2.ANNEXURE .49) (4.18 (192.36 250 .06.21 1.93 1.610.847.758.61) 363.21 128.83) 176.510.XV : CONSOLIDATED STATEMENT OF COST OF SALES.92) 834.758.2009 4.30) 90.64 FOR THE YEAR ENDED MARCH 31.25 261.00 Development Project Cost - - 32.841.211.07 2.61 192.211.172.94 88.03 401. in Million PARTICULARS FOR THE PERIOD 01.40 425.04. AS RESTATED Rs.2009 to 30.83 240.99 (17.05) 670.59 (5.172.873.07 867.

2009 to 30.03 1.95 2.XVI: CONSOLIDATED STATEMENT OF EMPLOYEE REMUNERATION & BENEFITS .96 69.51 97.80 0.21 37.53 251 .89 2006 19.95 Salaries. 2009 31.06.49 4.30 2. in Million PARTICULARS FOR THE PERIOD 01.15 TOTAL 7.ANNEXURE .86 2007 65.2009 5.04.64 1.89 6. Wages and Bonus Contribution to Provident and Other Funds 1.04 1.86 2005 15.02 0. AS RESTATED Rs.32 FOR THE YEAR ENDED MARCH 31.00 2008 92.93 18.43 Other Employee Benefits - 0.48 22.

84 0.13 2.01 75. in Million PARTICULARS FOR THE PERIOD 01.42 0.37 0.02 0.79 0.37 0.21 0.04.86 0.75 0.68 0.09 0.65 TOTAL 19.77 11.70 * Represents amount less than Rs.08 0.13 0.52 0.18 0.15 2.05 0.02 0.01 -* 11.16 11.11 0.48 -* 0.XVII: CONSOLIDATED STATEMENT OF ADMINISTRATION EXPENSES.88 19.01) 0.37 40.25 0.44 0.47 0.24 0.01 11.87 -* -* 2.06.30 FOR THE YEAR ENDED MARCH 31.26 0.27 0.13 (0. 2009 2008 2007 2006 2005 Cost of Project Management Consultancy Charges Service Charges Compensation Claims Loss on Sale of Fixed Assets (Net) Power & Fuel Rent Insurance Rates & Taxes Repairs & Maintenance Deferred Revenue Expenditure Written Off Provision for Diminution in Value of Investments / (written back) Preliminary Expenses written off Other Operating Expenses 1.28 1.05 9.86 109.17 4.24 0.09 -* 10.44 1.000/- 252 .07 -* -* 4.04 3.32 7.52 10.11 1.97 0.48 0.52 1.01 26.19 3.74 0.26 1.10 0. AS RESTATED Rs.15 99. 10.30 0.03 1.23 67.18 0.53 16.88 0.2009 1.ANNEXURE .66 0.2009 to 30.

10.02 75.82 84.2009 to 30.70 545.95 13.17 152.56 507.48 38.75 52.04.65 35.16 -* 73.57 15.27 1.32 43.57 64.01 14.25 9.08 157.Banks .96 1. in Million PARTICULARS FOR THE PERIOD 01.49 22.77 2.81 53.05 267.98 79.Projects and landlords .ANNEXURE .98 -* 43.64 1.90 118.23 24.54 7.12 8.58 406.37 77.22 66.81 492. 2009 2008 2007 2006 2005 INTEREST AND FINANCE CHARGES (NET) Interest Paid .64 10.Others Total Interest Paid Add : Brokerage & other Financial charges Total Interest & Finance Charges Paid Less: Interest Received (Gross) .79 1.53 48.63 41.91 34.Projects and landlords .Others Less: Interest Received (Gross) NET INTEREST 138.68 37.000/- 253 .08 425.64 48.47 8.75 20.11 53.45 6.95 14.27 194.94 77.10 274.46 0.Customers .46 40.90 8.50 124.63 3.06.38 211.25 * Represents amount less than Rs. AS RESTATED Rs.52 2.33 0.61 9.85 236.XVIII: CONSOLIDATED STATEMENT OF INTEREST & FINANCE CHARGES (NET).Inter Corporate Deposits .19 44.72 1.2009 FOR THE YEAR ENDED MARCH 31.83 3.73 38.81 160.17 0.60 140.

00 62.83 37.44 2006 6.67 41.2009 60.Final 25% 100% 419% 96% 40% - Amount of dividend on equity shares Interim Proposed .ANNEXURE .42 FOR THE YEAR ENDED MARCH 31.XIX: STATEMENT OF DIVIDEND PAID Rs.00 10.12 270.00 25.00 10.00 10.44 2005 6.05 246. in Million) Face Value of Equity Shares .2009 to 30.00 10. in Million PARTICULARS FOR THE PERIOD 01.70 3.04.42 2007 6. 10.Final 151.Rs.06.00 Rate of dividend (%) Interim Proposed .44 Number of equity shares (No.42 2008 60.5 - Total Tax on Dividend - 25.33 254 .00 10.87 8. 2009 60.

36 10.24 64.714.91 6)(a) No.15 64. 49.444.905 58.Earnings per share issued by The Institute of Chartered Accountants of India 3) Restated profit / (loss) has been considered for the purpose of computing the above ratios.420.17 FOR THE YEAR ENDED ON MARCH.30 1.905 Adjusted Profit before Tax Income from Operations Adjusted Profit / (Loss) after Tax but before Extraordinary Items Weighted average number of equity shares outstanding during the year Adjusted Profit after Tax but before Depreciation Weighted Average Number of Equity Shares Outstanding during the year Net Worth excluding Revaluation Reserve Weighted Average Number of Equity Shares Outstanding during the year Adjusted Profit / (Loss) after Tax but before Extraordinary Items Net Worth excluding Revaluation Reserve Earning per Share .39 74.09 2.03 7.000.05 4)(a) Net asset value per share Rs.22 2.47 41.13 2)(a) Earnings per share Rs.53 12. 0. 31 2009 2008 2007 2006 2005 1)Adjusted profit to income from operations (%) 53.69 8.09 1.01 (b)Restated earnings per share Rs.78 7.259 58.49 12.07 50.2009 26.56 12.56 12.72 12. 0.420.06.420.02 7.49 12.545 6.259 60. 0.420.54 (b)Restated net asset value per share Rs.905 58.78 4.19 90. in Million PARTICULARS FOR THE PERIOD 01.63 7.444.47 41.58 26.545 60.55 10.259 6.97 2.259 60.96 49.2009 to 30. 255 .38 1. 49.420.10 2.93 5. of shares * (b)Weighted Average no.04 13.000. 0.07 (b)Restated cash earnings per share Rs. AS RESTATED Rs. of shares * * Equity shares of Rs.26 25.813 58.Basic and Diluted = Cash Earning per Share = Net Asset Value per Share = Return on Net Worth = 2) Earnings per share has been calculated in accordance with Accounting Standard 20 .18 1.545 6.04.33 31. 10 each Notes : 1) The ratios have been computed as follows : Adjusted Profit to Income from Operations (%) = 60.16 5)Return on net worth (%) 0.68 33.444.000.99 25.ANNEXURE XX: CONSOLIDATED STATEMENT OF ACCOUNTING RATIOS.60 21.259 60.96 49.00 3)(a) Cash earnings per share Rs.

N.26% in the company.2009) Godrej Hershey Limited Lawkim Limited Godrej Infotech Limited (iii) Joint Ventures and Associates HDFC Venture Trustee Company Limited Red Fort India Real Estate Babur (iv) Key Management Personnel Mr. B. where common control exists: Vora Soaps Limited Bahar Agrochem & Feeds Private Limited Ensemble Holdings & Finance Limited Godrej Appliances Limited Godrej Agrovet Limited Godrej Consumer Products Limited Godrej Saralee Limited Godrej Hicare India Limited (upto 31. are given below: 1 Relationships (i ) Shareholders (Holding Company) Godrej Industries Limited (GIL) holds 80. Godrej (v) Individuals exercising significant influence : Mr. A. (ii) Other Related Parties in Godrej Group. Pirojsha A.03. GIL is the subsidiary of Godrej & Boyce Mfg Co Limited. Godrej 256 . B.18.ANNEXURE XXI: RELATED PARTY DISCLOSURES Related party disclosures as required by AS . the Ultimate Holding Company. Milind Surendra Korde Mr. " Related Party Disclosures". Godrej Mr.

08 20.65 0.87 130.35 3.08 0.12 2. in Million PARTICULARS FOR THE PERIOD 01. 2009 2008 2007 2006 2005 2 Transactions undertaken/ balances outstanding with related parties: (i ) Holding Company Transactions during the year Issue of Equity Share Capital Purchase of Fixed Assets Sale of Fixed Assets Advances given Advances received against sale Deposits given Deposits repaid Inter Corporate Deposits taken Inter Corporate Deposits repaid Interest Expense on Inter-Corporate Deposits taken Construction and other expenses incurred on behalf of others Expenses charged by other companies Dividend Paid Outstanding receivables.15 1.58 3.03) 0.06.500.53 14.42 110.00 0.97) 1.00 1.40 220.00) 2.62 - (iii) Joint Ventures and Associates 257 .30 0.35 2.87 0.65 16.25 350.00 (130.26 135.00 (150.33 1.48 0.24 0.50) 0.04.41 0.72 29.11 (0.11 134.05) 0.98) 1.42 0.00 1. net of payables 0.68 0.76 9.95 50.33 ( ii) Entities under the same management Transactions during the year Purchase of Fixed Assets Inter-Corporate Deposit given Inter-Corporate Deposit repaid Expenses charged by other companies Inter Corporate Deposits taken Inter Corporate Deposits repaid Interest received on Inter-Corporate Deposits given Interest expense on Inter-Corporate Deposits taken Dividend Paid Outstanding receivables.35 0.63 1.) Rs.19 (8.05 1.68 0.16 (0.07 34.80 2.64 0.10 (0.20 18.60 (16.46 5.35 1.57 (5.97 86.93 22. net of payables Deposit Receivable 0.63 0.08 (3.00) 0.03) 0.03) 150.00 (350.89 1.79 0.2009 FOR THE YEAR ENDED MARCH 31.10 50.09 0.00) 0.2009 to 30.35 0.ANNEXURE XXI: RELATED PARTY DISCLOSURES (CONTD.60) 1.00 0.05 (0.66 196.96 8.63 50.

66 0.60 FOR THE YEAR ENDED MARCH 31.32 -* 1.2009 to 30.98 0.35 0. 10.27 0.65) 215.35 - (iv) Key management personnel Transactions during the year Remuneration Re-imbursement of Travel expenses Interest income on Loans given Dividend paid 6.19 8.02 -* 0.90 142.05 0.73 (4. 2009 2008 2007 2006 2005 Transactions during the year Issue of Equity Share Capital Sale of Equity Shares Issue of Debentures Interest on Debentures Outstanding receivables.06.15 5.2009 0.60 4.05 6.78 (32.22 9.69) 73.60) 56.85 4.50 4.000/- 258 .42 18.54 (33.PARTICULARS FOR THE PERIOD 01. net of payables Debentures Outstanding 215.68) 215.51 18.22 16.90 56.72 (19.19) 215.25 (56.04.60 17.10 17.60 * Represents amount less than Rs.01 205.21 0.19 13.

3. The figures disclosed above are based on the Restated -consolidated Summary Statement of Assets and Liabilities of the Company as at June 30. Short term debts represent debts which are due within twelve months from June 30.470.ANNEXURE XXII : CONSOLIDATED CAPITALISATION STATEMENT Rs.82 4.20 2. in Million PARTICULARS AS AT 30. 2009 POST ISSUE Notes: 1.30 3.20 [●] [●] [●] [●] [●] 5.06.414.50 0.53 2.92 1.70 2.018. Long Term Debts/ Equity = Long Term Debts Shareholders’ Funds 5.864. Long term debts represent debts other than short term debts.52 2.563. 2009.092.2009 Borrowings Short term debt Long term debt Total debt Shareholders' funds Share capital Reserves Total shareholders' funds Long term debt/equity ratio Total debt equity ratio 604.90 7.384.47 604.988. as defined above.71 0. 2009.90 6. 2.51 2. 4. The Corresponding Post issue figures are not determinable at this stage pending the completion of Book Building Process and hence have not been furnished 259 .42 [●] [●] [●] AS AT MARCH 31.457.20 2.592.

b) General The financial statements are prepared under the historical cost convention in accordance with Generally Accepted Accounting Principles in India. Leasehold improvements are amortized over a period of lease or five years which ever is less. the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies Act. 2007. whichever is higher. which are more than 50 percent owned or controlled as on June 30. liabilities. AS RESTATED 1) Accounting Policies a) Principle of Consolidation The Consolidated Restated Financial Statements of the Group have been prepared in accordance with Accounting Standard (AS 21) “Consolidated Financial Statements”. In the Consolidated Financial Statements. 2006 and 2005. the recoverable amount is estimated as the net selling price or value in use. Any excess consideration received from minority shareholders of subsidiaries over the amount of equity attributable to the minority on the date of investment is reflected under Reserves and Surplus. Impairment loss. if any. ‘Minority Interest’ represents the amount of equity attributable to minority shareholders at the date on which investment in a subsidiary is made and its share of movements in the equity since that date. ‘Goodwill’ represents the excess of the cost to the Company of its investments in the subsidiaries over its share of equity. Carrying amount of cash generating units / assets are reviewed at balance sheet date to determine whether there is any indication of impairment. 1956. Assets acquired on lease are depreciated over the period of the lease. at the respective dates on which investments are made. other pre-operation expenses and interest in case of construction.ANNEXURE XXIII: CONSOLIDATED STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES. 2008. at the rates specified in Schedule XIV of the Companies Act. 260 . 1956. d) Depreciation / Amortization Depreciation has been provided on Written Down Value basis. Cost includes all incidental expenses related to acquisition and installation. income and expenses after eliminating intra-group balances/transactions and resulting unrealized profits in full. 2009. Alternatively. If such indication exists. March 31. is recognized whenever carrying amount exceeds the recoverable amount. issued by the Institute of Chartered Accountants of India (‘ICAI’) The Consolidated Financial Statements include the financial statements of the Company and all its subsidiaries. where the share of equity as on the date of investments is in excess of cost of investments it is recognized as ‘Capital Reserve’ in the Consolidated Financial Statements. c) Fixed Assets Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. 2009. The Consolidated Financial Statements have been combined on a line-by-line basis by adding the book values of like items of assets.

g) Revenue Recognition The Company is following the “Percentage of Completion Method” of accounting. premium for development rights. some of which are of a technical nature. costs to completion. in the value of each longterm investment is made to recognize a decline. Determination of revenues under the percentage of completion method necessarily involves making estimates by the Company. Interest income is accounted on an accrual basis at contracted rates. Long-term investments are carried at cost. allocated interest and expenses incidental to the projects undertaken by the Company. Provision for diminution. Accounting for income from such projects is done on an accrual basis on percentage of completion or as per the terms of the agreement. revenue in Profit & Loss Account at the end of the accounting year is recognized in proportion to the actual cost incurred as against the total estimated cost of projects under execution with the Company. Revenue on bulk deals on sale of its properties is recognized on execution of documents. other than of a temporary nature. i) Employee Benefits a) Short-term employee benefits: 261 .in-Progress At lower of Cost or Market value At cost Construction Work in Progress includes cost of land. the percentages of completion. Dividend income is recognized when the right to receive the same is established. where relevant. Income from operation of commercial complexes is recognized over the tenure of the lease / service agreement. Such estimates have been relied upon by the auditors. if any. Current investments are carried individually at lower of cost and fair value and the resultant decline. if any. e) Investments Investments are classified into long term and current investments. construction costs. the expected revenues from the project / activity and the foreseeable losses to completion. As per this method.Intangible Assets are amortized over a period of six years. is charged to revenue. concerning. h) Development Manager Fees The company has been entering into Development & Project Management agreements with landlords. f) Inventories Inventories are valued as under : c) Completed Flats d) Construction Work.

leave encashment is recognised as an expense in the profit and loss account as and when they accrue. are transferred to Construction Work in Progress / Due on Management Project. Past service cost is recognised as expense on a straight-line basis over the average period until the benefits become vested. j) Borrowing Cost Interest and finance charges incurred in connection with borrowing of funds. Benefits such as salaries. with actuarial valuations carried out as at the balance sheet date. gratuity is determined using the Projected Unit Credit Method. except where the results would be anti-dilutive. as a part of the cost of the projects at weighted average of the borrowing cost / rates as per Agreements respectively. Actuarial gains and losses are recognised immediately in the Profit & Loss Account. Actuarial gains and losses in respect such benefits are charged to the profit and loss account. Diluted earnings per share are computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. The fair value of the plan assets is reduced from the gross obligation under the defined benefit plan. k) Earnings Per Share The basic earnings per share is computed using the weighted average number of common shares outstanding during the period. (ii) Defined Benefit Plans: The cost of providing benefits i. The company has provided for liability towards gratuity and leave encashment on provisional basis. 262 . l) Provision For Taxation Tax expense comprises both current. 2009. which are incurred for the development of long term projects.e. deferred & fringe benefit tax. Actuarial valuation with respect to Defined Benefit Plans with regard to gratuity and with respect to other long term employee benefits with regard to leave encashment is carried out at the end of each financial year for the quarter ended June 30. b) Post-employment benefits: (i) Defined Contribution Plans: Payments made to defined contribution plans such as Provident Fund are charged as an expense as they fall due. performance incentives etc. Other borrowing costs are recognized as an expense in the period in which they are incurred. to recognize the obligation on net basis.. (iii) Other long-term employee benefits: Other long-term employee benefits viz. wages.All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. are recognised at actual amounts due in the period in which the employee renders the related service. The Company determines the liability using the Projected Unit Credit Method. with actuarial valuations carried out as at the balance sheet date.

o) Miscellaneous Expenditure Miscellaneous expenditure is amortized over a period of 10 years p) Provisions and Contingent Liabilities Provisions are recognized in the accounts in respect of present probable obligations. m) Foreign Currency Transactions Transactions in foreign currency are recorded at the exchange rates prevailing on the date of the transaction. 263 . The tax effect is calculated on the accumulated timing difference at the year-end based on the tax rates and laws enacted or substantially enacted on the balance sheet date. backed by underlying assets or liabilities are also translated at year end exchange rates. subject to consideration of prudence. Assets and liabilities related to foreign currency transactions.Current and fringe benefit tax is measured at the amount expected to be paid to the tax authorities. Deferred tax is recognized on timing differences. using the applicable tax rates and tax laws. Contingent liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. remaining unsettled at the year end. are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets. are translated at the year end exchange rates. Exchange gains / losses are recognised in the Profit and Loss Account. remaining unsettled at the year end. n) Allocation of Expenses Corporate Employee Remuneration and Administration expenses are allocated to various projects on a reasonable basis as estimated by the management.The premium payable on foreign exchange contracts is amortised over the period of the contract. the amount of which can be reliably estimated. being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Forward exchange contracts.

As a result the net carrying amount of Minority Interest has been restated to that extent. 4. as Restated. 5. Girikandra Holiday Homes & Resorts Limited Godrej Realty Private Limited Godrej Waterside Properties Private Limited Godrej Real Estate Private Limited Godrej Developers Private Limited Godrej Sea India India 51% 51% 51% 51% 51% Nil India 51% 51% 51% 100% 100% Nil India 100% 100% 100% 100% Nil Nil India 100% 100% 100% 100% Nil Nil India 100% 100% 100% 100% Nil Nil 264 .09 NIL Percentage of Holding 2008-09 NIL 2007-08 100% 2006-07 100% 2005-06 100% 2004-05 100% 1. 3. e) Tax Impact Adjustments The “Consolidated Summary Statement of Profit and Losses. 2.06. AS RESTATED 2) Adjustments Relating to Previous Years d) Prior year tax adjustment The Company recorded prior year’s tax adjustments. Accordingly the effect of these items has been adjusted in the period to which the tax related to with a corresponding charge/ credit to the recorded period in the “Consolidated Summary Statement of Profits and Losses”. as Restated” has been adjusted for respective years in respect of short/ excess provision for Income Tax as compared to the tax payable as per the income tax assessment/ returns filed by the Company for the respective year.ANNEXURE XXIV: NOTES TO THE CONSOLIDATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES AND PROFITS AND LOSSES. which primarily resulted on completion of assessments made by the Income tax authorities and difference was recorded as credit/ charge in the financial statements. No. Name of the Company Country of Incorporation As on 30. f) Minority Interest The effect of changes in Prior Year Tax Adjustments has been given to Minority Interest to the extent of their share of profit. 3) Information on subsidiaries: The subsidiary companies considered in the consolidated financial statements are (collectively referred as “the Group”): Sr. 6.

f.2009) secured redeemable optionally convertible debentures Total 10% (1% w.01. Claims against the Company under the Labour Laws for disputed cases Guarantees given by Bank .227. 1.7.& Rs. Appeal preferred to Commissioner of Income Tax (Appeals) 0.01.on 70 & 75 partly paid shares respectively of Tahir Properties Limited Claims against the Group not acknowledged as debts represents cases filed by parties in the Consumer forum and High Court and disputed by the Group as advised by our advocates. Godrej Waterside Properties Private Limited The subsidiary companies (“ the Issuer company”) had issued debentures to HDFC Venture Trustee Company Limited.e.635.000 7. 265 .50 142.99 20. counter guaranteed by the Company Claim against the Company under Bombay Stamp Act.210. 2009 (Net of Advance) is amounting to Rs. 80/.85 101.000 14.09 Matters a) b) Uncalled amount of Rs.227.58 million of the Group disclosed under the head “Fixed Assets”.2009) secured redeemable optionally convertible debentures Issuer Godrej Realty Private Limited Deemed Date of Allotment 16th March 2006 12th March 2007 4th July 2007 (Rupees in Million) Units Amount 5. Secured Loans Particulars 10% (1% w. 1956 during the year 2008-09.01.01 6. 6. the subsidiary companies have created a Debenture Redemption Reserve as required under section 117 ( C ) of the Companies Act.000 56.10 2. which are redeemable at the end of the 7 years from the deemed date of allotment and are secured to the extent of land valued at Rs.01. 2009 Rs. In the opinion of the management the claims are not sustainable.000 1.909/-) 5) Sr.06. March 31. No. Further.e. 30/.715.f.35 17. 0.80 c) d) e) f) Capital Commitment outstanding as on June 30.15 73. View Properties Private Limited Happy Highrises Limited Godrej Estate Developers Private Limited India 100% 100% 100% Nil Nil Nil India 100% 100% Nil Nil Nil Nil 4) Contingent Liabilities: (Rupees in Million) As on 30. 6.350.1958 Claims against the Company under Income Tax Act.10 14.909/(Previous Year.52 2. 8.

Current Assets.62 33. of Shares held 70 Equity shares of Rs. of Shares held 75 Redeemable Preference Class A shares of Rs.paid up. 100/each.87 20.83 (Rupees in Million) As on 30.in .99 42. 100/each.597 * 70 * 75 32. Rs.at cost or market value (whichever is lower): (Rupees in Million) 2005-06 2004-05 Particulars TAHIR PROPERTIES LIMITED a) Equity shares of Rs.09 - 2008-09 2007-08 2006-07 - - 0.83 33.01 39. fully paid up.09 2008-09 2007-08 2006-07 (Rupees In Million) 2005-06 2004-05 34.06.31 20.38 36. Rs.04 49.000/7) Cash & Bank Balances Particulars Balances with scheduled banks on deposit accounts include amounts received from flat buyers and held in trust on their behalf in a corpus fund. ν 21. In the opinion of the management.06 19.75 2008-09 2007-08 2006-07 2005-06 2004-05 Particulars Due on Management Projects include a sum on account of a project. Based on projections and estimates by the Group of the expected revenues and costs to completion.48 20. d) Development Manager Fees 266 . 8) Due on Management Projects ν As on 30.99 9) c) Inventories. Loans And Advances: Construction Work in Progress and Due on Management projects represents materials at site and unbilled cost on the projects.09 21.100/each.42 34. No.6) Inventories Stock .597 * 70 * 75 b) c) * Represents amounts less than Rs. of Shares held As on 30. 20/. where the matter is subjudice with arbitrators.paid. the net realizable value of the construction work in progress will not be lower than the costs so included.06.06.70/. No. No.Trade includes shares in the following Companies .30 * 70 * 75 * 70 * 75 * 70 * 75 400 * 70 * 75 32. 10.

03 0.24 170.98 0.58 35.30 197.01 0.03 0.48 0.98 NIL 6.23 60.09 NIL NIL NIL NIL 2008-09 NIL NIL NIL NIL 2007-08 NIL NIL NIL NIL 2006-07 NIL NIL NIL NIL 2005-06 NIL NIL NIL 50.09 2008-09 2007-08 2006-07 (Rupees in Million) 2005-06 2004-05 60.23 170.31 11.63 2.03 0.04 42.80 2.86 7. Lease income from operating leases is recognized on a straight-line basis over the period of lease.22 249.06.63 The Group’s significant leasing arrangements are in respect of operating leases for Residential premises.89 36.00 2004-05 1.11 0.58 6.09 2008-09 2007-08 2006-07 2005-06 2004-05 24. Lease expenditure for operating leases is recognized on a straight-line basis over the period of lease.40 5.11 2.30 0.78 NIL 4.11 2.11 0. Development Manager Fees accrued as per terms of the Agreement are receivable by the Company based upon progress milestones specified in the respective Agreements and have been disclosed as Development Manager Fees accrued but not due in Annexure-X 10) Leases a) As on 30.76 0.cancelable operating leases Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years As on 30.20 NIL 267 .06 10. The particulars of the premises given under operating leases are as under: (Rupees in Million) Particulars Gross Carrying Amount of Assets Accumulated Depreciation Depreciation for the period Stock – in – trade (Refer note below) Future minimum lease receipts under non-cancelable operating leases Not later than 1 year Later than 1 year and not later than 5 years As on 30.03 0. The particulars of the premises taken on operating leases are as under: (Rupees in Million) Particulars Future minimum lease payments under non.06.11 0.29 NIL 12.63 24.06.Particulars The company has been entering into Development Agreements with landlords.11 b) The Group’s significant leasing arrangements are in respect of operating leases for Commercial/Residential premises.

The repayment of the loans granted by the company to ESOP trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period.9 05 4. Particulars No.each to eligible employee of Godrej Properties Limited and its subsidiary companies (the participating companies).8 13 12. The company. The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since. Average Exercise Price (Rs. the price of underlying equity share on the grant date is same / less than the exercise price of the option. 10/.700 options convertible into 442.00 (plus interest) Options Outstanding at the beginning of the year Options granted Options exercised Less : Forfeited / Expired / Lapsed Options Outstanding at the year end 30.09 29.49 10 268 .78 60. In million) Weighted average number of Equity Shares outstanding (Numbers) Basic/Diluted earnings per share (Rs. therefore being determined as Nil. 905 1. Godrej Properties Limited (GPL).97 10 58. The Scheme is administered by an Independent ESOP Trust which has purchased Shares from Godrej Industries Limited (the holding Company) equivalent to the number of options granted by the participating companies.2 59 12.000.) Nominal Value of share (Rs.000.91 750.000.420.700 Equity Shares of Rs.700 The Option granted shall vest after three years from the date of grant of option.00 (plus interest) 620.78 10 58. has provided loan to Godrej Industries Limited Employee Stock Option Scheme (GIL ESOP). finance is provided by Godrej Properties Limited to the ESOP Trust and the trust has purchased 442. 905 2.11) Employee Stock Option Plan : In December 2007.79 2008-09 2007-08 2006-07 2005-06 2004-05 756.09 10 58.) As on 30.000 412. 12) Earnings Per Share Particulars Profit after tax (Excluding Minority Interest as per Profit & Loss Account)(Rs. the Company.714. the intrinsic value of the option.06. which is administered by an independent ESOP Trust which purchases shares of GIL from the market equivalent to the number of stock options granted from time to time to eligible employees of Godrej Properties Limited and its subsidiary companies (the participating companies).23 121.33 57.) 620. 259 60.00 10 0. has instituted an Employee Stock Option Plan (GPL ESOP) approved by the Board of Directors.53 10 58. During the –year 2007-08. provided the employee continues to be in employment and the option is exercisable within two years after vesting.18 288.420.700 shares of Godrej Properties Limited. of Options 442.700 Wt. Godrej Properties Limited (GPL). Shareholders and the Remuneration Committee which provides for the allotment of 442.

Previous years figures upto 2006-07 have been recomputed due to issue of bonus shares during the year 200708.91 0. Small and Medium Enterprises Development Act.87 3. Small And Medium Industries Under the Micro. The following table sets out the funded status of the gratuity plan and the amounts recognized in the Group's financial statements as at 31 March 2009: (Rupees in Million) Current Year 4.21 b.09 Employers' Contribution to Provident Fund 1.73 3. Defined Contribution Plans: Contribution to Defined Contribution Plan.20 4. 16) Employee Benefits a.94 1.66 4. 2006. 14) Deferred Tax The tax effect of significant temporary differences that resulted in deferred tax assets are: (Rupees in Million) 2005-06 2004-05 0.78 2006-07 0. disclosure under Accounting Standard 17 on “Segment Reporting” issued by the Institute of Chartered Accountants of India is not applicable.97 2.09.56 1. Since the relevant information is not readily available.06.32 Particulars Depreciation on Fixed Assets Others Deferred Tax Asset 2008-09 0.89 Defined Benefit Plans: (i) Contribution to Gratuity Fund Gratuity is payable to all eligible employees on death or on separation/termination in terms of the provisions of the Payment of Gratuity Act or as per the Group's policy whichever is beneficial to the employees. the company has provided Deferred Tax Asset on provisional basis. no disclosures have been made in the accounts.06. 2006 which came into force from 2nd October.86 2007-08 0. However for the period ended as on 30. Small & Medium Enterprises. certain disclosures are required to be made relating to Micro. recognized as expense for the year are as under: (Rupees in Million) Particulars For the Period ended 30.80 2.76 2.05 3.67 Deferred Tax Assets / Deferred Tax Liabilities are calculated at the end of each Financial Year. 15) Segment Information : As the Group has only one business segment. 13) Dues To Micro. The Group is in the process of compiling relevant information from its suppliers about their coverage under the said Act. Particulars Change in present value of obligation Present value of obligation as at 1st April 2008 269 .

72 6.73 (0.45 6. take into account inflation. such as supply and demand in the employment market Actuarial valuation in respect of Defined Contribution Plan viz.45 6. as at 31st March 2009 Amount recognised in the Balance Sheet Present value of obligation.75 4.79 % 7.Particulars Interest Cost Service Cost Benefits Paid Effect of Liability transfer in Actuarial (gain)/loss on obligation Present value of obligation. Therefore for the quarter ended June 30. Bangalore Grenville Park. 2009. Bangalore Gold County.34 0. Mumbai Shivajinagar.Development of the following Residential / Commercial Projects: Coliseum. Pune GVD. as at 31st March 2009 Fair value of plan assets as at 31st March 2009 Net obligation as at 31st March 2009 Net gratuity cost for the year ended 31st March 2009 Current Service Cost Interest Cost Expected return on plan assets Net Actuarial (gain)/loss to be recognised Net gratuity cost Assumptions used in accounting for the gratuity plan Discount Rate Salary escalation rate Expected rate of return on plan assets Current Year 0. Mumbai Glenelg. Mumbai Eternia Chandigarh 270 . 17) Information in respect of Joint Ventures Jointly Controlled Operations . Mumbai Edenwoods. Mumbai Woodsman Estate.75 The estimates of future salary increases. Mumbai Walkeshwar.73 0. the company has provided for liability towards gratuity on provisional basis. considered in actuarial valuation.39) 0. promotion and other relevant factors. Bangalore Planet Godrej.72 1.75 7. gratuity is carried out at the end of each financial year. Kalyan Avalon Project Mangalore Sanjay Khan.34 0. Kalyan Riverside.45 0. seniority.84 0.

271 . Syama Raju.Godrej Garden City. Ahmedabad K. Kolkata 18) Previous year figures have been regrouped / rearranged where ever necessary to confirm to current year’s classification. Bangalore Kochi Waterside IT Park Godrej Genesis.

commercial and township developments.11 million. Our residential portfolio consists of various types of accommodation of varying sizes. “Saleable Area” refers to the part of the Developable Area relating to our economic interest in such property. Our fiscal year ends on March 31 of each year. see “Forward-Looking Statements” and “Risk Factors” beginning on page xiii and page xiv of this Draft Red Herring Prospectus. Currently. For additional information regarding such risks and uncertainties. our restated consolidated financial statements for the fiscal years 2009. We currently have real estate development projects in 10 cities in India. Chandigarh. residential activities and other income operations was Rs. Godrej Industries Limited. other than car parking space. In our commercial portfolio. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. IT parks catering to the requirements of IT/ITES companies and retail space. annexures and notes thereto and the reports thereon. The Godrej group of companies includes Godrej & Boyce Manufacturing Company Limited and is one of the leading conglomerates in India. During the fiscal year 2009. Rs. As of October 15. currently holds 80. Godrej Industries Limited is the listed flagship company of the Godrej group of companies. 2006 and 2005 and for the period ended June 30. 230. is often referred to in India as “super built-up” area.26% of our equity share capital. our business focuses on residential.676.85 million and Rs. ft. Accordingly. Chennai and Kochi. 272 . Hyderabad. Bengaluru. We undertake our projects through our in-house team of professionals and by partnering with companies with domestic and international operations (See our Operation Methodology flow chart on page 98 of this Draft Red Herring Prospectus). The Godrej group was awarded the “Corporate Citizen of the Year” award by the Economic Times in 2003 and the Godrej brand was selected as the fourth best brand in India in The Week magazine’s ‘Mood of the Nation @ 60’ survey published on August 19. 2008. including the schedules. Such area. Our parent company. 1. 2007.58 million. Our audited consolidated financial statements are prepared in accordance with Indian GAAP. These financial statements are based on our audited consolidated financial statements and are restated in accordance with paragraph B(1) of Part II of Schedule II of the Companies Act and the SEBI Guidelines. “Developable Area” refers to the total area which we develop in each project. our total revenue contribution from operation of our commercial activities. 2007. all references to a particular fiscal year are to the twelve month period ended March 31 of that year. we have completed a total of 23 projects comprising 16 residential and seven commercial projects. and includes carpet area. Maharashtra. 2009. and should be read in conjunction with.13 million sq. aggregating approximately 5. Overview We are one of the leading real estate development companies in India (Source: Construction World – “India’s Top 10 Builders”) and are based in Mumbai. Our township portfolio includes integrated townships consisting of residential and commercial developments.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations is based upon. 2009. Kolkata. We are a fully integrated real estate development company involved in all activities associated with the development of residential and commercial real estate. We entered into our first project in 1991. respectively. which are at various stages of development. as well as other open area. 595. Ahmedabad. including car parking. beginning on page 184 of this Draft Red Herring Prospectus. of Developable Area. Mangalore. common area. We initially concentrated our operations in the Mumbai Metropolitan region and later expanded to include other cities such as Pune. service and storage area. we build office space catering to blue-chip Indian and international companies.

ft.21 Acreage* 38. Our total Land Reserves currently stand at 391. The aforesaid Land Reserves include 64.51 1.69 12. ft. to a share in the developed property or a share of the revenues or profits generated from the sale of the developed property. and (iii) internal project development plans are complete (“Forthcoming Projects”).51 6.43 0. and “forthcoming projects”. In certain instances.16 8. of Saleable Area.38 0. Typically. the land owner is paid an advance amount at the time of executing the development agreement.46 16.0 4.60 0.76 2.74 million sq.04 acres.83 40. The details of these memoranda of understanding are as follows: Group Company Godrej & Boyce Manufacturing Company Limited Godrej Agrovet Limited Godrej & Boyce Manufacturing Company Limited TOTAL City Mohali (Chandigarh) Bengaluru Hyderabad Acreage 75 100 10 185 We use the “joint development model” for developing properties.) 2. we have entered into memoranda of understanding with certain members of the Godrej group of companies.04 * Area refers to the share of the Company only.68 2.21 million sq.33 1. aggregating to approximately 82.82 9. for developing land owned by them in various regions across the country.52 3.86 2.31 1. We pay an advance amount to the party acquiring the land parcel(s) to assist in entering into the required agreements to document the acquisition. ft. we execute a memorandum of understanding with a party who has negotiated the acquisition of the land parcel(s) with the land owner(s) and is in the process of acquiring such land parcel(s).53 223.26 1.74 Estimated Saleable Area (in million sq. In addition.Our Land Reserves may be broadly classified into land to be developed by us as “ongoing projects”.) 3. which are projects for which (i) land has been acquired or a memorandum of understanding or development agreement has been executed. The table below provides our Land Reserves and estimated Developable Area and Saleable Area by cities as of October 15. or an application for change in status to nonagricultural/commercial/residential use has been submitted.85 26.72 34.93 9.60 0. if necessary. which entails entering into a development agreement with the owner(s) of the land parcel(s) sought to be developed.26 50. This land does not form a part of our Land Reserves and the memoranda of understanding do not constitute definitive agreements for the development of these lands.32 2. or a combination of all or two of the above entitlements after adjusting the advance amount paid earlier. ft.23 82. (ii) conversion from agricultural land has been completed. The development agreement generally states that the land owner(s) is entitled. 2009: City Mumbai Pune Bengaluru Kolkata Hyderabad Mangalore Ahmedabad Chandigarh Kochi Chennai TOTAL Estimated Developable Area (in million sq.61 27.75 391. as compensation.84 15. The party acquiring the land parcel(s) as described above is generally 273 . which are projects for which approval to begin construction has been granted by the relevant authority (“Ongoing Projects”).23 21.23 acres which are in the process of being aggregated. or is in the process of being submitted to the relevant authority. which includes our Ongoing Projects and Forthcoming Projects. of Developable Area and 50.

including housing. 29. which are of particular importance: General Economic Condition and the Condition and Performance of the Real Estate Market of India The economic condition of India. Our restated consolidated financial statements for the fiscal year 2006 consolidate the financial results of Godrej Waterside Properties Private Limited. economic developments outside India adversely affected the property market in India and our overall business in the recent past. serviced residences. 2009. Godrej Waterside Properties Private Limited. and may continue to experience. Godrej Developers Private Limited and Godrej Estate Developers Private Limited. 756.372. We believe that the success of our developments is dependent on the general economic conditions in India. which include Godrej Waterside Properties Private Limited. Godrej Realty Private Limited. Godrej Real Estate Private Limited and Godrej Developers Private Limited. the real estate industry experienced a significant downturn. Rs.73 million for the period ended June 30. 1.18 million for the fiscal year 2008. Our restated consolidated financial statements for the fiscal year 2008 consolidate the financial results of subsidiaries that are more than 50% owned or controlled by our Company. However. Godrej Sea View Properties Private Limited. 2. hotels. Godrej Sea View Properties Private Limited. Godrej Sea View Properties Private Limited. Ahmedabad. the land parcel(s). 2. an increase in our income. Godrej Realty Private Limited. the subject of the acquisition as “aggregated land” and the entire process until the execution of the development agreement or such other document with the aggregator as “aggregation”. The real estate development industry has shown an increase in demand in the past few years in all types of developments. Godrej Realty Private Limited and Girikandra Holiday Homes and Resorts Limited. Our consolidated profit after tax and minority interest was Rs.91 million for the fiscal year 2009 and Rs. Growth in the GDP and per capita income of Indians generally results in increased demand for real estate developments and as such.79 million for the period ended June 30. 288. Since the second half of 2007. significant volatility which have originated from the adverse developments in the United States and the European Union credit and sub-prime residential mortgage markets. resorts and shopping malls. 2009. globally as well as in India. decreased availability of mortgage financing. particularly in and around Mumbai.09 million for the fiscal year 2008. have had and may continue to have a significant adverse effect on the availability of credit and the confidence of the financial markets. the global credit markets have experienced. Bengaluru and Kolkata. Our consolidated total income was Rs. has a direct impact on our income. Godrej Real Estate Private Limited.54 million for the fiscal year 2009 and Rs.23 million for the fiscal year 2007. Basis of Preparation In accordance with Accounting Standard 21 – Consolidated Financial Statements (“AS – 21”). as well as higher quality retail space.referred to as an “aggregator”. 750. Rs. our restated consolidated financial statements for the fiscal year 2009 consolidate the financial results of subsidiaries that are more than 50% owned or controlled by our Company. These and other related events. Godrej Realty Private Limited. Girikandra Holiday Homes and Resorts Limited.502. decreased affordability. which include Happy Highrises Limited. including the following. IT parks. as compared to Rs.275. Factors Affecting Our Results of Operations Our results of operations and financial condition are affected by a number of factors. In light of such recent events. real estate development. It resulted in an industry-wide softening of demand for property due to a lack of consumer confidence. Godrej Waterside Properties Private Limited. as a substantial part of our operations are located in these cities.62 million for the fiscal year 2007. Pune. Godrej Real Estate Private Limited and Godrej Developers Private Limited. as compared to Rs. Our financial results are prepared and presented in one business segment. Girikandra Holiday Homes and Resorts Limited. 175. which include Happy Highrises Limited. and large supplies of resale 274 . Our restated consolidated financial statements for the fiscal year 2007 consolidate the financial results of subsidiaries that are more than 50% owned or controlled by our Company. and rising disposable incomes in the middle and higher income groups have historically resulted in an increase in demand for improved residential housing. such as the recent collapse of a number of financial institutions.

55. respectively. For such developments.74% of our total income for the period ended June 30. Rs. 7. bathroom fixtures and other interior fittings. respectively. We generally procure construction materials from high quality and reliable suppliers and in wholesale amounts or prices to effectively manage our construction costs. 38.08 million for the period ended June 30.12% and 87. 66. respectively. 2008. 2008. 1. Land used in a specific project is assigned to such project and included in the cost of construction and development of such project.457. The cost of acquisition of freehold or leasehold land and the effective cost of development rights in the case of joint developments are significant factors for real estate developers.27 million.847. 2.731. leading to uncertainty about future conditions in the real estate industry. 132. 1. 2007 and 2006. Our growth is directly linked to the availability of land in areas where we can develop properties that are marketable. time schedules and quality. and Rs. In most instances. mechanical and electrical equipment. together with costs of construction and development. Supply of Land and its Cost of Acquisition Our operations are dependent on the availability of land at appropriate locations for our developments. doors and windows. 2008.70%. Our practice has been to either enter into development agreements. as we require significant capital to develop projects. wood and other materials. cement. 40. In the past 15 months our inventory increased significantly from Rs.563. construction infrastructure. 6. In such developments. the amount of housing loans disbursed in India has been increasing steadily which is continuing in the recent past. Our total outstanding indebtedness.231. Such costs of land.92 million as on March 31. 472. 2007 and 2006.48 million. 89.46 million for the period ended June 30. the terms of sharing of revenues and/or Developable Areas. 2007 and 2006. Though the global credit market and the Indian real estate market are showing signs of recovery. Any government regulations. 2008 to Rs. 2009. 2009.30 million as on June 30.98 million for the fiscal years 2009. lifts.82 million as of June 30. 2. also reduces our financing costs. 38. 67. other overhead costs and interest. Rs. and Rs.76 million as of March 31. 153. One of the major drivers behind the growth of demand for housing units is low interest rates on housing loans.52%.25 million. Rs. 2009.81%.16 million.42 million.93 million of our total income for the fiscal years 2009. Costs of Construction and Development The costs of construction primarily comprise cost of steel. in case of joint developments. 2007 and 2006.47 million and Rs. though it requires us to share revenues generated or Developable Area developed from such developments with the land owners. on a consolidated basis. and we witnessed a marked drop in demand for our products. Residential properties accounted for Rs.873. and Rs.20 million. economic turmoil may continue to exacerbate industry conditions or have other unforeseen consequences. 2009. or acquire the land we intend to develop. we undertake the procurement of basic construction materials ourselves and look to sub-contractors only for labour.36% of our total income for the fiscal years 2009. 2009. architect fees. revenues or profits generated from such development. As a result. and Rs. policies or other developments that restrict the acquisition of land or increase competition for land may therefore affect our operations. Rs. are expensed for projects as and when they are sold. which was 23. hardware. was Rs. 53. Interest rates have declined in the last decade. 2009. as well as the cost of acquisition of land and.and new inventories. advertisement and selling expenses. including us.49 million and Rs. Cost of Financing Cost of financing is material for us. 275 . 52.85 million. flooring products. Our cost of sales comprised 48. we generally incur all of the construction and development costs. 1.39%. in lieu of acquiring freehold or leasehold interests in land. we obtain the right to construct and develop the property from the owner of such land in exchange for the land-owner either sharing a pre-determined portion of developed property. The practice of entering into development agreements eliminates the up front costs of acquiring such land and. 2008. 5. Other items in cost of sale include cost of land development rights or cost of land. as well as labour. Our costs of construction are the most significant portion of our total expenditure. Rs.513. respectively.384.25% and 60.15%. 8. and 51. Rs. as such.11% of our total income for such periods. and our net interest and financial charges were Rs. 595.

premium for development rights. Construction work-in-progress includes cost of land. Depreciation Depreciation is provided on written-down value method and in accordance with the rates specified under Schedule XIV of the Companies Act. and Construction work-in-progress: at cost. 2007 and 2006. Income from operation of commercial complexes is recognized over the tenure of the lease or service agreement. Revenue Recognition We follow the “Percentage of Completion Method” of accounting. Determination of revenues under the percentage of completion method necessarily involves making estimates. construction costs. and for the three month period ended June 30. Interest income is accounted on an accrual basis at contracted rates. whichever is less. Revenue on bulk deals on sale of our properties is recognized upon execution of definitive agreements relating to the sale. Dividend income is recognised when the right to receive the same is established. 2009. leasehold improvements are amortised over the period of the lease or five years. • Inventories Inventories are valued as follows: • • Completed flats: at lower of cost or market value. and intangible assets are amortised over a period of six years. concerning. the percentages of completion. As per this method. some of which are of a technical nature. except • • assets acquired on lease are depreciated over the period of the lease. the expected revenues from the project or activity and the foreseeable losses to completion. the components of which are also expressed as a percentage of total income for such periods: 276 . revenue in Profit and Loss Account at the end of the accounting year is recognised in proportion to the actual cost incurred as against the total estimated cost of projects under execution by us. the accounting standards prescribed by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956. Results of Operations The following table sets forth select financial data from our consolidated restated profit and loss statement for the fiscal years 2009. costs to completion. 2008. Certain critical accounting policies that are relevant to our business and operations are described below. allocated interest and expenses incidental to the projects undertaken by us. Accounting for income from such projects is done on accrual basis on percentage of completion or as per the terms of the agreement. Development Manager Fees We have entered into development and project management agreements with certain landlords.Critical Accounting Policies Our financial statements have been prepared in accordance with Indian GAAP. where relevant.

in Millions) 2.96 109.93 7. Our sales and operating income comprises income from the development and sale of residential.86 53.73 90.13 704.87 704.54 % of Total Income 86..44 5. some of which are of a technical 277 .38 100.31 4.502. 2.33 26.00 48..46 43.00 (Rs.45 53.13 0. Total …………………….58 100.36 13. in Millions) Sales …………..64 100.00 (Rs. commercial and township properties.00%.00 (Rs..68 0.00 38.82 44.25 2.09 2008 % of Total Income 100.36 3. In Millions) 651. 704. in Millions) 567. 10.00 60.… Interest and Finance Charges (Net)….275.50 3.502..00 Negligible 100.77 52.54 million for the fiscal year 2009.172.72 25. and Rs.. in Millions) 175. As per this method.964.. in Millions) 1. Administration Expenses……….367.23 21. Our total income was Rs. 1. representing fiscal year over fiscal year increases of 10.89 % of Total Income 55.97 288. Cost of Sales……….35 % of Total Income 74.85 650.53 2008 (Rs.00 121..84 310.46 7.502.. revenue in the Profit and Loss Account is recognised in proportion to the actual cost incurred as against the total estimated cost of projects under execution by us. The increase in our total income for the fiscal years 2008 and 2009 was comparatively lower than the increases in fiscal year 2007 due to the downturn experienced by the real estate industry during fiscal year 2008 and 2009..71 136...57 19.81%.81 7.98 5.54 % of Total Income 100.47 200.81 1..00 (Rs.79 16.372.54 100.09 45.372.. .06 2.51 33.275.00 26. as compared to Rs.00 Negligible 100.37 38.25 22. ………….07 37.54 1.46 4.25 2.48 40.95 Income.502.58 % of Total Income 80.00 55.58 2006 % of Total Income 92.51 99.…… Profit Before Tax and Minority Interest…………… Profit after Tax and Minority Interest…………… 1..62 758.00 51.00 100. 2009 (Rs.18 1.10 10. Staff Cost…………..00 Negligible 100.2 1..74 4.07 178.33 17.75% and 94...40 50.10 77.62 2007 % of Total Income 99.35 Period ended June 30.90 4. 65.62 million for the fiscal year 2007.25 5.36 % of Total Income 85.88 40.00 We account for income from sale of constructed projects using the percentage of completion method.18 100.08 0..00 Period ended June 30.16 9.91 30.66 2007 (Rs.39 1.42 14.95 0. in Millions) 2.01 2.211. 2. Determination of revenues under the percentage of completion method necessarily involves making estimates.11 756.09 million for the fiscal year 2008..52 0. 2009 Real Estate Development Business ………………… Leasing Business .21 19.18 32.09 867.22 29.01 456.Represents amount Less than Rs. respectively. The table below provides our income and percentage of total income from real estate development and leasing for the periods indicated: Fiscal Years 2009 Activity (Rs.69 2.73 175.58 425.98 2..49 7. in Millions) 98.000.Fiscal Years 2009 (Rs.40 69.25 750.15 1. in Millions) 1.15 4.99 2.81 2.01 2.86 97. as compared to Rs..25 2006 (Rs.851.58 million for the fiscal year 2006. We are in the business of development of residential and commercial properties.15 8.53 0.372.43 100.48 1089. in Millions) 1.152. Our other income includes income generated from profit on disposal of fixed assets and other miscellaneous income...275.63 175.73 % of Total Income 100.… Depreciation ...… Operating and Other Income ….27 11.62 0.275. Total Income………….93 19.

89% for the period ended June 30 2009. rates and taxes and other miscellaneous expenses. Losses. 55. Our cost of sales consists of costs of our building and finishing materials. Expenses allocable to a specific development are provided under cost of sales of such development. bathroom fixtures and other interior fittings and wood.74% for the period ended June 30 2009. Costs of steel and cement have increased during the past three fiscal years. as well as project costs. the percentages of completion.65% for the fiscal years 2009. 2.06% and 3. hardware. 2008.10% for the period ended June 30 2009. 49. Material re-evaluations will affect our income in the relevant fiscal periods. administrative expenses. bookings of Saleable Area rather than the actual amounts received determine revenue recognition under the percentage of completion method. We estimate the total cost of a project. respectively. Our total expenditure consists of cost of sales. If the actual project cost incurred is less than 20% of the total estimated project cost. administrative expenses. 2007 and 2006. Our project planning and execution teams have extensive experience of prior projects. These expenses are our most significant expenses and accounted for 48. which enables them to estimate and monitor project costs.13%. no income is recognized in respect of that project in the relevant period. 2008. such as steel. Our project execution teams re-evaluate project costs periodically. lifts. Our administrative and selling expenses consist of consultancy charges.31%. Staff cost consists of salaries and wages paid to our officers and employees. We expect our cost of sales to continue to be a major portion of our expenditure. to estimates is recognised in the financial statements for the period in which such changes are determined. Customers wishing to buy a property in a development are required to make an initial payment at the time of booking and pay the remaining purchase price either in full or in instalments over the period between the date of booking and the date on which the property is to be transferred. training and recruitment expenses. electrical work and power costs. respectively. respectively. cost of labour and materials and other contingencies. Our total expenditure as a percentage of our total income was 56. and 10. Interest and financial charges consist of interest paid on term loans and other loans obtained from banks.90% for the period ended June 30 2009. Net interest and financial charges accounted for 2.47%. Expenditure. as well as the related processing charges. 2007 and 2006. project and landlords and others. 4. doors and windows.nature. Net interest and financial charges include the effect of interest received from customers.25% of our total income for the fiscal years 2009. We typically enter into contracts with our customers while the project is still under development. 2007 and 2006.75% and 74. Interest and Financial Charges. construction expenses including sub-contractor costs and expenses.81%. Administrative Expenses. Staff Cost. mechanical and electrical equipment. Staff cost accounted for 1. Estimates of project income. rent. respectively. However. if any.99%. if any. contributions to provident and other funds for the benefit of our officers and employees and other welfare expenses. Staff cost does not include the costs of labour.36% of our total income for the fiscal years 2009. prior to its commencement. staff cost. the expected revenues from the project or activity and the foreseeable losses to completion.98% and 2.50%. rates and taxes allocable to projects and other miscellaneous construction expenses. where relevant. cost of project management. are reviewed periodically. concerning. 4.15%. 2007 and 2006.81% of our total income for the fiscal years 2009. particularly when in their opinion. net interests and finance charges and depreciation. cement. flooring products. 5. architects or consultants. service charges. there have been significant changes in market conditions. Profits so recognised in respect of individual projects are adjusted to ensure that they do not exceed the estimated overall profit margin. costs to completion. insurance and repairs and maintenance costs. 1. All incurred expenses which are not specific to a particular project are accounted for separately as staff cost. and 51.25% and 60. 2. are fully provided for immediately. 38. The effect of changes. costs of development rights over land or acquisition of land. Cost of Sales. and 4. Accordingly. Administrative expenses accounted for 3. architects’ and consultants’ fees. 2008. and 73.34%. historically we have been able to price our properties to maintain our margins.95% and 278 . based on similar considerations. which are allocable to specific developments and are provided for under cost of sales. 2008. power and fuel.68%. 66. financial institutions and other lenders.39%. interest and financial charges. depreciation or as general overhead costs.

33% 33. 2009 Income. From the fiscal year 2010. and intangible assets are amortized over a period of six years. 98. and deferred taxes. 2007 and 2006. The following table provides the depreciation rates for our tangible assets as of June 30. Depreciation. and computed in accordance with the provisions of applicable law.00% 0. 2009. Tax on income for the current period is determined on the basis of estimated taxable income and tax credit. leasehold improvements are amortized over the period of the lease or five years. Deferred tax arises mainly due to the timing differences between accounting income and the estimated taxable income for the period and is quantified using the tax rates and laws enacted or substantially enacted as on the relevant balance sheet date. our provision for current taxes will not include fringe benefit tax. whichever is less. Depreciation is provided on written-down value (“WDV”) method and in accordance with the rates specified under Schedule XIV of the Companies Act. Sales. comprising of income tax.10% on WDV 13.66% 0. except • • • assets acquired on lease are depreciated over the period of the lease.81% for the period ended June 30 2009. Our deferred tax liability is recognized net of deferred tax assets.91% on WDV 40. Tax rates applicable to us for the fiscal year 2009 are as follows: Rate of Tax Surcharge on Tax at 10% Education Cess on Rate of Tax and Surcharge at 2% Secondary and Higher Education Cess on Rate of Tax and Surcharge at 1% Total Tax Rate 30. respectively. Period Ended June 30. 2009: Assets Motor Vehicle Furniture & Fixtures Office Equipments Computer Annual Depreciation Rate 25. 2008. and 4. See “Financial Condition. Our sales were Rs.00% on WDV Taxation. see “Statement of Tax Benefits” beginning on page 51 of this Draft Red Herring Prospectus.73 million for the period ended June 30.89% on WDV 18. 2009.00% 3.10 million for the period ended June 30. 279 . We provide for both current taxes. 175. if any. if any. Liquidity and Capital Resources – Indebtedness” beginning on page 283 of this Draft Red Herring Prospectus for a summary of our “Financial Indebtedness”. Our total income was Rs. wealth tax and fringe benefit tax.7. 99% For a summary of tax benefits available to us.52% of our total income for the fiscal years 2009.

21 million for the period ended June 30. primarily comprised of income of Rs.27 million for the fiscal year 2009 from Rs. 97. Our cost of sales increased by 39.93 million for the period ended June 30. primarily due to profit of Rs.5 million for the period ended June 30.86 million for the fiscal year 2008. Depreciation. Our total expenditure increased by 25.502. Staff Cost. 2009.85 million for the fiscal year 2009 from Rs. Our profit after tax and before minority interest was Rs. Our total expenditure was Rs.30 million.Operating and Other Income. Interest and Financial Charges. Our provision for taxes was Rs. 2. 53. 419.75% to Rs.63 million for the period ended June 30.84 million for the fiscal year 2008. Total Expenditure. rent charges of Rs. Total Expenditure. 2009. Operating and Other Income.46 million for the period ended June 30.39 million for the period ended June 30. primarily due to a decreased demand for our products as a result of the downturn experienced by the real estate industry during fiscal year 2009. 867.09 million for the period ended June 30.86 million for the fiscal year 2009 from Rs.55% to Rs.09 million.964.60% to Rs.51 million for the fiscal year 2009 from Rs. Our staff cost was Rs.37 million for the fiscal year 2008. Staff Cost. 5.90 million on the sale of shares of Godrej Developers Private Limited.87 million and repairs and maintenance of Rs. primarily due to an increase in other income as a result of the sale of shares of Godrej Developers Private Limited. Fiscal Year 2009 Compared to Fiscal Year 2008 Income.25 million from development of projects.851. 2. 19. 2009. primarily due to a decrease in consultancy charges to Rs. 7. 90. Our net interest and financial charges increased by 39.69% to Rs. Our depreciation charge was Rs. Profit After Tax.211. 2009. Our net interest and financial charges were Rs. 30. 129. due to an increase in 280 . 4. 2009.55 million for the fiscal year 2008. 3.413.73% to Rs. Cost of Sales. 99. 37.84 million for the period ended June 30.00% to Rs. Our sales decreased by 5. 2009 due to the addition of fixed assets.122.16 million for the fiscal year 2008. primarily consisting of other operating expenses of Rs.96 million for the fiscal year 2008. 1. 2.63 million. Our operating and other income increased by 109. 77. 10.87 million. 38. Cost of Sales. 1. 8.09 million for the fiscal year 2008. Our cost of sales was Rs. primarily as a result of an increase in cost of sales. 1. primarily due to a decrease in variable payments made to employees. Our administrative expenses were Rs. 7.71% to Rs. as a result of an increase in sales of our low margin properties. Our staff cost decreased by 61.15 million for the period ended June 30. 650.25 million for the fiscal year 2008. Our operating and other income was Rs.86 million.275.20 million for the fiscal year 2009 from Rs. Sales.54 million for the fiscal year 2009 from Rs. 310. Our administrative expenses decreased by 8. Taxation. 2009. 2009. Administrative Expenses.69 million for the fiscal year 2009 from Rs. 1. Interest and Financial Charges. 15.89% to Rs. 15.07 million for the fiscal year 2009 from Rs. 77. 2009. 109. The primary component of this provision was current tax of Rs. Our total income increased by 10. 1. amounting to Rs. Administrative Expenses.

1. 53. 867. primarily as a result of an increase in sales revenue resulting in corresponding recognition of cost of sales which rose to Rs. Mahalaxmi. 758. the average completion of which was 80. Sales. 492.15 million for the fiscal year 2007.96 million for the fiscal year 2008 from Rs. amounting to Rs. in the fiscal year 2007. which was partially offset by total interest received from project landlords and others amounting to Rs. 644.20 million for the fiscal year 2008. Our sales increased by 67. The primary component of this decrease was a decrease in our current tax liability to Rs. Godrej Woodsman Estate.65%.47 million for the fiscal year 2007.interest paid of Rs. Our total expenditure increased by 22. Total expenditure also increased due to increased staff cost and administration expenses as a result of the overall growth of our development activities.04 million for the fiscal year 2008. Wakdewadi. 507.48 million for the fiscal year 2007. Bengaluru – Phase I and Planet Godrej. Operating and Other Income.275.172.10 million for the fiscal year 2009 from Rs.99% to Rs.55 million for the fiscal year 2008 from Rs.01 million. 60 million for Godrej Eternia A. power and fuel expenses to Rs.25 million and Planet Godrej. particularly for our developments.88 million in the fiscal year 2008. Pune.30%.86 million in fiscal year 2008 from Rs. 109. 916. Our depreciation charge increased by 24.90% to Rs.03% to Rs. Staff Cost.16 million and other operating expenses to Rs. 97. Mumbai. 11. Our operating and other income increased by 55.58% to Rs.37 million for the fiscal year 2008 from Rs. Taxation. Our total income increased by 65.43% to Rs. in the fiscal year 2008.372. 55. 200. 26. 1.40 million for the fiscal year 2007. Mumbai amounting to Rs. 281 . 40.54% to Rs.44 million. The increase was due to the addition of fixed assets.51% to Rs.01% to Rs. Total Expenditure. 758. 9.18 million for the fiscal year 2008.25 million for the fiscal year 2008 from Rs. Mumbai.97% and 71.122. Godrej Woodsman Estate. Depreciation. Shivaji Nagar. 310. primarily due to an increase in the number of employees from 106 as of March 31.11 million. 2007.68 million.00% and 84. as a result of an increase in sales revenue resulting in corresponding recognition of cost of sales. primarily due to receipt of project management fees amounting to Rs.86 million for the fiscal year 2008 from Rs. and an increase in the salaries. wages and bonuses paid to our officers and employees. 1. Our administrative expenses increased by 167. respectively. 1. 1.09 million for the fiscal year 2008 from Rs. Our profit after tax and minority interest increased by 0. primarily due to an increase in consultancy charges to Rs. 1.48 million for the fiscal year 2009 from Rs. respectively. 750.24 million. Profit After Tax. 867.964. We recognised revenue under the percentage of completion method from Godrej Woodsman Estate. Fiscal Year 2008 Compared to Fiscal Year 2007 Income. to 132 as of March 31. as compared to the average completion of which was 44. Bengaluru – Phase II amounting to Rs.40 million in fiscal year 2007. Administrative Expenses. 11. Our provision for taxes decreased by 20. Cost of Sales. 2.88 million for the fiscal year 2007. Bengaluru – Phase I and Planet Godrej. Mahalaxmi.78% to Rs. 323.75% to Rs. primarily due to revenue recognised as a result of sales from Godrej Woodsman Estate. Our staff cost increased by 40.62 million for the fiscal year 2007.91 million for the fiscal year 2009 from Rs.67 million. Mahalaxmi. rent charges to Rs. Bengaluru – Phase I amounting to Rs. 404. Our cost of sales increased by 14. primarily due to an increase in our sales and operating income receipts.84 million for the fiscal year 2008 from Rs. 2008. 69.21 million. 402.26 million for the fiscal year 2007.264. 756.53 million in the fiscal year 2009 from Rs.11 million. 322. 67.

primarily due to a break fee of Rs.Interest and Financial Charges. 402.172.91 million and Rs. Total expenditure also increased due to increased staff cost and administration expenses as a result of the overall growth of our development activities.48 million for the fiscal year 2007 from Rs. Profit After Tax.68 million. 282 . and an increase in the salaries.88 million in the fiscal year 2008 from Rs. Our cost of sales increased by 78. 267. 136.42 million. Bengaluru – Phase I and Planet Godrej. Our administrative expenses increased by 106. Our depreciation charge increased by 31. 9. primarily as a result of an increase in sales revenue resulting in corresponding recognition of cost of sales which rose to Rs. which partially offset total interest paid of Rs. including fixtures and furniture and computer equipment amounting to Rs.97% and 71.01 million for the fiscal year 2007. primarily due to an increase in our sales and operating income receipts. Staff Cost. 2006. respectively. 750.01% to Rs.48 million.05 million and other operating expenses to Rs. as compared to the average completion of which was 21. 425. which amounted to Rs. Our total income increased by 94. wages and bonuses paid to our officers and employees. Our profit after tax and minority interest increased by 160.65%. 14. 2007.26 million for the fiscal year 2007 from Rs. 679.87 million for the fiscal year 2006. 40. 9.62 million for the fiscal year 2007 from Rs. 236.34% to Rs.75% to Rs. rent charges to Rs.19% to Rs. Bengaluru – Phase I and Planet Godrej. 11. Godrej Woodsman Estate.40 million in fiscal year 2007 from Rs. 19. primarily due to an increase in the number of employees from 81 as of March 31. Our operating and other income increased by 46.16 million for the fiscal year 2008 from Rs.93 million for the fiscal year 2006. 169. Mahalaxmi.86% to Rs.40 million for the fiscal year 2007 from Rs. corresponding with the increase in our profit before tax.15 million for the fiscal year 2007. 29. Mahalaxmi. in the fiscal year 2006. Operating and Other Income.74 million. 425.29 million.77 million for the fiscal year 2006. Our net interest and financial charges decreased by 5. Cost of Sales. Bengaluru – Phase I and Planet Godrej. Our provision for taxes increased by 138.71 million for the fiscal year 2006. The increase was due to the addition of fixed assets. primarily due to an increase in consultancy charges to Rs. respectively. Our staff cost increased by 203. Mumbai. We recognised revenue under percentage of completion method from Godrej Woodsman Estate. 200. primarily due to revenue recognised as a result of an increase in sales and development of Godrej Woodsman Estate.00 million received in the fiscal year 2007 as a result of the cancellation of a MOU by CESC Limited. Fiscal Year 2007 Compared to Fiscal Year 2006 Income. Sales. 1.81% to Rs. Depreciation.24% to Rs.49 million for the fiscal year 2007.25 million in fiscal year 2006. 567. 169. The primary component of this increase was an increase in our current tax liability to Rs. to 106 as of March 31. the average completion of which was 44.20 million for the fiscal year 2008 from Rs.82 million. Our total expenditure increased by 74. 758.78% to Rs.04 million for the fiscal year 2008 from Rs. Total Expenditure.23 million for the fiscal year 2007.88 million for the fiscal year 2007 from Rs. Taxation. 40.27% to Rs. 758. 69.25 million for the fiscal year 2006.00 million for the fiscal year 2006. 704. 404. power and fuel expenses to Rs. as a result of an increase in sales revenue resulting in corresponding recognition of cost of sales.58 million for the fiscal year 2006. particularly for our developments.23% to Rs. in the fiscal year 2007. Mumbai. 22. 288.44% and 60. 120.15 million for the fiscal year 2007 from Rs.372. Mahalaxmi.38%. 526. 1. Mumbai. Administrative Expenses.53% to Rs.54 million. 7. Our sales increased by 106. 916. 1. 38. due to an increase in the interest received from project landlords and others amounting to Rs. 16.47 million for the fiscal year 2007 from Rs.18 million for the fiscal year 2008 from Rs. respectively.14 million in the fiscal year 2007.

169. respectively. liquidity includes the ability to obtain appropriate equity and debt financing and loans and to convert into cash those assets that are no longer required to meet existing strategic and financial objectives.591. We believe that we will have sufficient capital resources from our operations. 2009 (3.12) 67. 57.47 million.30 million as of March 31. 7. Profit After Tax.41 (381. as well as working capital requirements. Taxation. current account balances and cash on hand represents our cash and cash equivalents. in Millions) Net cash generated from / (used in) operating activities Net cash generated from / (used in) investing activities Net cash generated from / (used in) financing activities Cash and cash equivalents as of March 31.49 million and depreciation of Rs.97 86. 2009 from Rs. Net cash used in operating activities was Rs.297. Our depreciation charge increased by 38.81 million and Rs. Liquidity and Capital Resources We broadly define liquidity as our ability to generate sufficient funds from both internal and external sources to meet our obligations and commitments. as adjusted for a number of non-cash items.012. 2007 and 2006: Fiscal Year (Rs. 84. 3. 268. liquidity cannot be considered separately from capital resources that consist of current or potentially available funds for use in achieving long-range business objectives and meeting debt service and other commitments.35 million.25 million for the fiscal year 2006.30 2007 (844. financial institutions and other lenders to meet our capital requirements for at least the next 12 months. We have historically financed our capital requirements primarily through funds generated from our operations and financing from banks and other financial institutions in the form of term loans.56% to Rs. 40.35 million in the fiscal year 2006. The primary component of this increase was an increase in our current tax liability to Rs.910. corresponding with the increase in our profit before tax.10 2006 508.Interest and Financial Charges. Cash Flows The table below summarises our cash flows for the fiscal years 2009. Therefore. primarily interest paid (net of interest income) of Rs.38 3. 2008.45 million.36 million. due to an increase in the interest received from project landlords and others amounting to Rs.74 2008 (2.11 for the fiscal year 2009 and consisted of net profit before taxation and minority interest of Rs. and changes in working capital.57% to Rs. net proceeds of this offering of equity shares and other financings from banks. such as increases in inventories.26% to Rs.05 Cash and cash equivalents increased to Rs. 86. Our provision for taxes increased by 195.98 million for the fiscal year 2006.58) 185. The increase was due to the addition of fixed assets.46 million.74 million as of March 31.23 million for the fiscal year 2007 from Rs.086. 11.07 million for the fiscal year 2006. Financial Condition. 12. Our profit after tax and minority interest increased by 137. Our primary capital requirements have been to finance purchases of land and developments of our properties. 1. 52.11) 467. Our net interest and financial charges decreased by 23.36) (113. In addition. 1. 121. 1. 24. which 283 . trade and other receivables and loans and advances of Rs.14 million in the fiscal year 2007 from Rs. 1.48 million. including fixtures and furniture and computer equipment amounting to Rs. Cash in the form of bank deposits. 288. 57.33 million for the fiscal year 2006. 169. Depreciation. 2008. 5.59 161. 118. Operating Activities.297.553.699.15 million for the fiscal year 2007 from Rs.17 268.49 million for the fiscal year 2007 from Rs.089.01 million for the fiscal year 2007 from Rs.44 16.46% to Rs.41) 2.58 752. which partially offset total interest paid of Rs. Rs.72 million.

respectively. 37. 67. 52.41 million and dividends paid of Rs. 22.42 million. Net cash from investing activities was Rs. 1. incurrence of unsecured indebtedness of Rs. Net cash from investing activities was Rs. 2.210. 9.49 million. which were partially offset by an increase in current liabilities and provisions of Rs. and other items. 15.95 million. unsecured term loans of Rs. 498.51 million and income tax payment of Rs. 250.41 million for the fiscal year 2008.88 million and Rs. 1. 5.48 million. 703.20 million and other items. such as increases in trade and other receivables. primarily from interest received from projects of Rs. 763. Net cash used in operating activities was Rs. 38. and changes in working capital. 844. 2.78 million.30 million. 65.675.12 million for the fiscal year 2007. 1. 7. and changes in working capital. 1.504. 16. Net cash generated from financing activities was Rs.were partially offset by an increase in current liabilities and provisions of Rs. partially offset by interest payments of Rs. respectively.01 million and other items. as adjusted for a number of non-cash items.44 million.51 million and Rs.75 million and partially offset by the interest received from projects of Rs.77 million and partially offset by the purchase of fixed assets of Rs. Rs.36 million. as a result of increased sales and advances to development partners.58 million. inventories and loans and advances of Rs. 508. 532. 290.591. and changes in working capital. 24. primarily as a result of incurrence of term loans of Rs.00 million and unsecured working capital loans of Rs. as a result of increased sales and advances to development partners.00 million. 456.26 million and partially offset by the purchase of fixed assets of Rs.41 million for the fiscal year 2006.58 million for the fiscal year 2007. inventories and loans and advances of Rs. 38. 178.85 million. primarily as a result of the issuance of shares amounting on an aggregate basis to Rs. Net cash used in investing activities was Rs.937. 981.61 million and income tax payment of Rs.44 million for the fiscal year 2006.67 million. 940. such as increase in trade and other receivables and inventories of Rs. primarily for the purchase of fixed assets of Rs. 1.86 million 284 .47 million. Financing Activities.55 million.80 million. primarily interest charges (net of interest income) of Rs. 79. and consisted of net profit before taxation and minority interest of Rs.17 million.98 million.24 million.11 million. 2.16 million. 429. and consisted of net profit before taxation and minority interest of Rs. 418. such as increases in trade and other receivables. which were partially offset by an increase in current liabilities and provisions of Rs.859. primarily from interest received from projects of Rs. 1. 3. as adjusted for a number of non-cash items. 811. 53. 12. respectively.33 million.36 million for the fiscal year 2008. 287. 40.30 million. Rs. 113.152.369. 1.54 million.553. 122. 182.63 million and partially offset by the purchase of fixed assets of Rs. as a result of increased sales and advances to development partners.43 million and Rs. Net cash used in operating activities was Rs. and consisted of net profit before taxation and minority interest of Rs. primarily interest charges (net of interest income) of Rs. which were partially offset by an increase in current liabilities and provisions of Rs. primarily depreciation of Rs. 224. Investing Activities. secured working capital loans of Rs. 411.012.14 million and income tax payment of Rs. Net cash from investing activities was Rs.07 million.17 million for the fiscal year 2009. Net cash generated from financing activities was Rs.97 million for the fiscal year 2008. 467.38 million for the fiscal year 2009. as adjusted for a number of non-cash items. primarily depreciation of Rs.72 million and income tax payment of Rs. primarily interest charges (net of interest income) of Rs. 2.41 million and proceeds from disposal of fixed assets of Rs. Net cash from operating activities was Rs. 337.78 million. primarily depreciation of Rs.90 million. primarily as a result of interest received from projects of Rs.130. secured working capital loans of Rs.477.

0. Rs.00 At SBAR (i. we had Rs. primarily as a result of interest payments of Rs. in millions) - Interest rate as of June 30. 162. 2009) (Rs. in millions) 215.66 million. 2009 (%)* 1% Repayment Schedule State Bank of India Working Capital Loan 2. Rs.e. March 31. 110.87 State Bank of India Term Loan 1. Indebtedness As of June 30. 0.59 million for the fiscal year 2007.03 million.03 million. 752. 2009.771.56 million and interest payments of Rs. 0.05 1. 500 million third quarter of fiscal 2011 Balance . The following table provides certain characteristics of our outstanding indebtedness as at June 30. Lender Loan Type HDFC Venture Trustee Company Limited 1% Secured Redeemable Optionally Convertible Debentures Amount Outstanding (as of June 30.00 million.58 million for the fiscal year 2006.01 million. 11. 170. 1. 50. primarily as a result of incurrence of unsecured indebtedness of Rs. Net cash generated from financing activities was Rs. 0. 158. secured working capital loans of Rs.e. respectively.60 Total Amount of Credit Facility (Rs.00 March 24. 2005. Investments We hold equity shares of quoted and unquoted companies.00% At BPLR – 0.00 At BPLR 12.64 million. 7. 120. 378.50 million.000. 2006 and March 31.00% Subject to Minimum of 11. 0. IDBI Bank Limited 443.00) 2. Rs.02 million as at March 31. 2010 At SBAR – 1. 259. 2009.00 million and secured working capital loans of Rs. partially offset by dividend payments of Rs.fourth quarter of fiscal 2011 November 13. Our total investments were Rs. 77.and unsecured working capital loans of Rs. 2009. 2009 Central Bank of India Short Term Loan (Unsecured) Working Capital Loan 500.17 million. 2008. Net cash used in financing activities was Rs.60 million and unsecured working capital loans of Rs.457. 2007. March 31. partially offset by interest payments of Rs.50 million and repayments of unsecured term loans of Rs.877. 500 million first quarter of fiscal 2011 Rs.015.01 million and Rs.75) At the end of seven years from the deemed date of allotment or within seven days from the date of notice of redemption.00 500.57 million. March 23.50% i. 2010 285 .000.00 (Including Inter changeability of Non Fund based limit of 500 .30 4. 500 million second quarter of fiscal 2011 Rs. 381. whichever is earlier.000.82 million of aggregate principal amount of indebtedness outstanding.25 Rs. March 31.

Otherwise. lease of assets or property. Claims against the Company under the Labour Laws for disputed cases Guarantees given by Bank.52 2. and may engage in the future. 286 . swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements.00 Corporation Limited Deposit *The interest rates provided are the Prevailing interest rates as on June 30. we generally do not believe that our business is seasonal. 2010 Rs. For details of our related party transactions. purchase and sale of goods. Off Balance Sheet Commitments and Arrangements We do not have any off-balance sheet arrangements.85 101. 100 million March 31.50% BPLR – 1.50% July 1.00 2.500. in millions) 0. in transactions with related parties.01 6.00% Rs. sale or purchase of equity shares or entail incurrence of indebtedness. 500 million March 19. 2010 Godrej Industries Inter Corporate 50.Central Bank of India Short Term Loan (Secured) 1. including with our affiliates and certain key management members on an arm’s lengths basis. 80 and Rs.80 Related Party Transactions We have engaged in the past. Such transactions could be for provision of services.00 100. Contingent Liabilities The following table provides our contingent liabilities as of June 30. 400 million April 8. 11.99 20. derivative instruments.000. 2010 Rs.10 14. 10.00 12.00 50. Appeal referred to Commissioner of Income Tax (Apeals) (Rs. 2009. see “Related Party Transactions” beginning on page 171 of this Draft Red Herring Prospectus.00 Limited Deposit Tata Investment Inter Corporate 100. 2009 See “Financial Indebtedness” beginning on page 289 of this Draft Red Herring Prospectus for a more detailed summary of our outstanding indebtedness on a standalone basis. 1958 Claims against the Company under Income Tax Act. 2009: Particulars Uncalled amount of Rs.e. Seasonality Our operations may be adversely affected by difficult working conditions during monsoons that restrict our ability to carry on construction activities and fully utilise our resources.00% i. 30 on 70 and 75 Partly Paid shares respectively of Tahir Properties Limited Claims against the Company not acknowledged as debts represent cases filed by parties in the consumer forum and High Court and disputed by the Company as advised by our advocates.00% 9. 500 million June 10. 2009 September 24. 2010 Rs. counter-guaranteed by the Company Claim against the Company under Bombay Stamp Act.

interest rate risk and credit risk in the normal course of our business. It is likely that in the current fiscal year and in future periods our borrowings will rise substantially given our planned expenditures.22 million of our indebtedness consisted of floating rate indebtedness. 287 . we purchase these raw materials and components either on a purchase order basis or pursuant to supply agreements. Inflation In recent years. We do not currently use any derivative instruments to modify the nature of our exposure to floating rate indebtedness or our deposits so as to manage interest rate risk. we do not have any new products or business segments. The costs of these raw materials and components are subject to fluctuation based on commodity prices. Commodity Risk We are exposed to market risk with respect to the prices of raw materials and components used in our developments. Upward fluctuations in interest rates increase the cost of both existing and new debts and affect our results of operations. If our customers do not pay us in a timely manner. although India has experienced minor fluctuation in inflation. New Products or Business Segment Other than as described in this Draft Red Herring Prospectus. or at all. to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our income from continuing operations. 2009. As of June 30. These commodities primarily are steel and cement. Interest Rate Risk We currently have floating rate indebtedness for our working capital requirements and also maintain deposits of cash and cash equivalents with banks and other financial institutions and thus are exposed to market risk as a result of changes in interest rates.092. Credit Risk We are exposed to credit risk on sales receivables owed to us by our customers. we may have to make provisions for or write-off such amounts. Rs. Known Trends or Uncertainties Other than as described in this section and the section titled “Risk Factors” beginning on page xiv of this Draft Red Herring Prospectus. In the normal course of business.Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk of loss related to adverse changes in market prices. including interest rate risk and commodities risk. to our knowledge there are no future relationship between costs and income that have or had or are expected to have a material adverse impact on our operations and finances. We currently do not have any hedging instruments in respect of any of the commodities we purchase. We are exposed to commodity risk. Future Relationship between Costs and Income Other than as described in this section and the section titled “Risk Factors” beginning on page xiv of this Draft Red Herring Prospectus. 7. inflation has not had material impact on our business and results of operations.

respectively. to our knowledge no circumstances other than as disclosed in this Draft Red Herring Prospectus have arisen since the date of the last restated consolidated financial statements contained in the Draft Red Herring Prospectus which materially and adversely affect or are likely to affect. 288 .Competitive Conditions We expect competition in the real estate development sector from existing and potential competitors to intensify. For further details please refer to the discussions of our competitive conditions in the sections entitled “Risk Factors” and “Our Business” beginning on pages xiv and 75. 2009 that may affect our Future Results of Operations In compliance with AS 4. or the value of our assets or our ability to pay material liabilities within the next 12 months. of this Draft Red Herring Prospectus. the trading and profitability of the Company. Significant Developments after June 30.

100.00**# 2004. Secured Borrowings 6. 1. 1. Nature of Borrowing Amount Sanctioned Amount Availed No. In Million) 3.00 USD 25. 2009 No prepayment is permitted ..00 Amount Outstanding (Rs.73 million which can be raised by the Company from Fixed Deposit Scheme Set forth below is a brief summary of our aggregate borrowings as on October 15.82 Date of Availment Rate of Interest and Repayment Schedule Interest for CCC : At SBAR i.044.00* 4. 2009 WCDL: 500.00 Million # Excludes amount of Rs. Interest: N. in Million) S. 2009: Details of Secured Borrowings 1.155. 2009 Extension of charge on 289 .FINANCIAL INDEBTEDNESS As on October 15.10* 2. 2009 Secured by charge on the immovable property viz.00 September 10.520. 1043. 2009 Interest for WCDL: 8. Unsecured Borrowings 3. Security by first charge on current assets of the company. 11.A Security State Bank of India .18 September 23.00 (Rs.50% per annum Repayment for CCC: March 23. Godrej Real Estate Private Limited and Happy Highrises Limited. State Bank of India – Inland / 250.75% per annum as of October 15.58 * Inclusive of Interchangeable Non – Fund based Limit of Rs. 2009 the details of our indebtedness is as follows: (Rs.e. In Million) CCC: 1. at Juhu.500. Mumbai.010. 2010 Repayment for WCDL: December 9.Cash Credit Component (CCC)/ Working Capital Demand Loan (WCDL) May 13.. Secured Loans Type of Facility Total Sanctioned Amount (Rs.522. land and building. 500 million and Non Interchangeable Limit of Rs 10 million for Forward Contract ** Inclusive of Non-Fund Based Limit of Rs.

Type of Facility Total Sanctioned Amount (Rs. Extension of charge on immovable property at Juhu.00 14. Mumbai available for fund based working capital facilities. 2009 Security Import Letter of Credit State Bank of India .00 Nil N. 46. 1.Forward Contract 10. considering 1USD ($) = Rs. Mumbai available for fund based working capital facilities.00 (for working capital purpose) 5. Security by first charge on current assets of the company Godrej Real 290 . In Million) Million. Security by first charge on current assets of the company Godrej Real Estate Private Limited and Happy Highrises Limited. 2007 May 5.Bank Guarantees*** 250.00 December 5. Security by first charge on current assets of the company Godrej Real Estate Private Limited and Happy Highrises Limited.10 December 31.A.A Interest: N. State Bank of India . In Million) Amount Outstanding (Rs. 2006 October 22.A Date of Expiry: N. Mumbai available for fund based working capital facilities.A Date Expiry: December 2011 of 4. 2009) Date of Availment Rate of Interest and Repayment Schedule Date of Expiry: November 30. 2008 Interest: N. immovable property at Juhu. 2011 October 2009 21. Extension of charge on immovable property at Juhu. as on October 15.285 approx.

a. if paid out of existing projects. 2009 March 31. In Million) Financial Amount Outstanding (Rs.00% p. 2009 Secured by way of equitable mortgage of its interest. 2010 July 16. being 1 year from each drawdown.Type of Facility Total Sanctioned Amount (Rs.00 10. In Million) Date of Availment Rate of Interest and Repayment Schedule Security Estate Private Limited and Happy Highrises Limited. ***Three different bank guarantees availed # Drawdown taken in 5 instalments with 5 repayments date. Repayment for Loan: March 19. 11. otherwise 1% Prepayment Penalty. April 8. 2010 Prepayment without charges.00 400.e.00 500.00 March 19. Interest : BPLR – 1. Central Bank of India # Short term loan 2000.00% i. 2010 June 10. 500.00 500. 2. In Million) Amount Outstanding (Rs. are as follows: Lender Total Sanctioned Amount (Rs. as of October 15. 2009 12 291 . in the immovable property of the project undertaken by the Company at Chandigarh 100. In Million) Financial Date of Availment Rate of Interest & Repayment Schedule Interest : At Term of Loan (in months) IDBI Bank June 2.. 2009 April 2009 June 2009 July 2009 8. 2010 March 2010 31. 2009.00 16. Unsecured Borrowings The unsecured loans of the Company outstanding as on October 15.

00 Short Term Loan: 500.A.0.. 2008 Interest : BPLR i. 500 million availed on November 14. 2009 Interest for STL: 8. 2009 Term of Loan (in months) Short Term Loan: 500. 12.e.00 August 14.50% i. 50 million availed on September 29.75% per annum Repayment for STL: November 12. 2009 12 months from the date of First Drawdown. In Million) Assistance : 500. In Million) Assistance : 386. 2010 Overall limit offered is due for repayment before March 25.65% per annum Repayment: September 17. Repayment: March 24. 2009 3 Non-Fund Based: 100. 2009 Rs.00 Non-Fund Based: Nil N.A.e. 2010 N.00 Rs. 12.00 Amount Outstanding (Rs.00 Rs. 2010 unless any individual facility is due/renewed before that date Interest : 9.00 of 500.47 Date of Availment Rate of Interest & Repayment Schedule BPLR . Central Bank India 500.00 200. 150 million availed on September 17. 12 292 . Punjab and Sind Bank 500..Lender Total Sanctioned Amount (Rs.25% per annum as of October 15.00% per annum as of October 15.

Repayment: N. 2009 Interest : 10.A. 5 million availed on August 14. 2010.A.00% per annum Repayment: January 1.00 55. 180 days (Fresh Disbursement shall be allowed after repayment earlier tranche. Interest : 8.00 Nil N. 2009 Rs. with a break of atleast 1 day) 293 .50% per annum Repayment: N. In Million) Amount Outstanding (Rs.A.A. Interest : 9.00 Rs.9. 2009 Term of Loan (in months) Fixed Deposits## - 363. 2009 6 6 ICICI Bank Limited Short Term Loan: 500. In Million) Date of Availment Rate of Interest & Repayment Schedule 2009 Repayment: November 13. whichever is earlier Kotak Mahindra Bank Limited Short Term Loan: 500. Prepayment allowed only after 90 days from date of each drawdown.00 Nil N.Lender Total Sanctioned Amount (Rs.A. 6 months from date of each drawdown or March 25.25% .11^ N.A.75% per annum as of October 15. 50 million availed on July 1. 12 – 36 Inter Corporate Deposit – Godrej Industries Limited 55. Interest : N. 2010 February 2010 15.

75% per annum respectively which is payable on a half yearly basis on September 30 and March 31 of each year and on maturity of deposits. 24 and 36 months only and the rate of interest payable by the Company on such fixed deposits is 8.11 Corporate Actions: Some of the corporate actions for which the Company may requires the prior written consent of lenders include the following: 1. and to carry any general trading activity that does not relate to the Company’s ordinary course of business. scheme or arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction. 3.25%. loans. 294 .000. to make any investments by way of deposits.00 361. A break up of the amounts under the fixed deposits are as mentioned below: Lender of the Fixed Deposit Director of the Company Others Amount Outstanding (Rs.18 million are cheques deposited but not cleared upto October 15.^ Amount of Rs. consolidation. in million) 2. The fixed deposits are accepted by our Company for a period of 12. 2009 ## Our Company accepts fixed deposit from the public under a fixed deposit scheme. 2. to create any subsidiary or permit any company to become its subsidiary. 10.00% and 9. share capital etc in any concern. This will not apply to normal trade guarantees or temporary loans and advances granted to staff or contractors or suppliers in the ordinary course of business. reorganisation. 55. to undertake or permit any merger. The fixed deposits are are accepted from resident individuals in multiples of Rs. 1000 subject to a minimum of Rs. 4. 9.

sanctioned building plan as well as work order for the construction of the building from the Bangalore Development Authority. Kasaba Hobli. Dalvi. By an Agreement of Sale dated May 10. 303/1997 impleading him as a party to the proceedings in Civil Suit No. Civil Judge Kalyan directed the petitioners to implead Mr. Taluka Kalyan. the entire civil construction of the buildings has been approved by the Bangalore Development Authority and the Company has sold most of the flats in the group housing scheme and have agreed to build and sell the space in the commercial building. A. for issuance of a writ of certiorari quashing the sanctioned plan dated December 13.727/2008 (GM-BDA) before the High Court of Karnataka. Our Company issued a public notice inviting objections in respect of the proposed sale. Ramesh Mehta as a necessary party to the said suit and amend the plaint. By an order and judgment dated July 5. or prosecutions. defaults in creation of full security as per terms of issue/ other liabilities. The Company is Respondent No. for declaration of ownership to title. None of the aforesaid persons / companies is on RBI’s list of wilful defaulters. Being aggrieved by the said order and judgment. Bombay 2. Moulvi. Kalyan declared the family members of Mr.3 in the said petition and has filed its statement of objection in reply on February 7. Mr. The petitioners are aggrieved by a proposal of widening the existing public road connecting Bellary Road to Dasarahalli between the properties belonging to them and the State Government. bonds or fixed deposits. Bangalore. Hissa 14 and 16 situated at Village Barave. Their contention is that while granting plan sanction. the information provided below is as of the date of this Draft Red Herring Prospectus. belonging to one Mr. and there are no defaults. Ramesh Mehta through an Agreement for Sale dated July 7. the petitioner filed a writ petition before the High Court. suits or civil proceedings. Murkute died leaving behind two widows and two daughters. defaults in dues payable to holders of any debentures. L. or tax liabilities by or against us. Thereafter. As on date. 2008 wherein it has contended that Company obtained order of conversion of land use from industrial to residential/commercial. Mr. non-payment of statutory dues. Murkute’s the statutory purchasers and accordingly a mutation was made in their names. Also. District Thane. Moulvi. Moulvi filed a Special Civil Suit (Special Civil Suit No. for the purpose of development. Litigation against the Company Civil Proceedings 1. proceedings initiated for economic/ civil/ and other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of part 1 of Schedule XIII of the Companies Act) that would result in material adverse effect on our consolidated business taken as a whole. the Additional Mamlatdar and Agricultural Lands Tribunal. or our Promoters or our Group Companies. our Subsidiaries. Ramesh Mehta made an application in Civil Suit No. 295 . put up a claim to the said property. Ramesh Mehta filed a case against our Company bearing Regular Suit No. 123/1997 in respect of the above mentioned suit property. Bangalore Development Authority sanctioned road of 60 feet. injunction and partition of the suit property. The petitioners are claiming right over existing public road. Unless stated to the contrary. against our Directors. 1985 the widows agreed to sell the land to one Mr. Mr. Dalvi and our Company. Mr. Gulamali Moulvi. 6. The said property was allegedly acquired by Mr. Undrya Sukrya Murkute was the tenant of land bearing survey no.SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as described below. or criminal proceedings. Mr. negotiations for sale of the land commenced between Mr. Kalyan. Annamalai and another have filed a petition No. 1995 with Mr. 2005 in relation to the property situated at Hebbal Village. On an application made under the Bombay Tenancy and Agricultural Lands Act. the land being acquired for the purposes of development. overdues to banks/ financial institutions. and arrears on preference shares issued by the Company. heir of the said Mr. 2006. defaults against banks/ financial institutions. 303/1997) against our Company and others before the Senior-Division Civil Court. Mr. 303/1997 filed by the petitioner against our Company and others. Gulamali Moulvi. there are no outstanding litigations. The matter is pending. none of which disclose sanctioning of the 60 feet road.

Batlivala filed an appeal on September 25. sold certain flats and formed a society. Respondent (i. The society has forty members and each of them are occupying flats in the building known as Petunia.RGD/PWL/HSG/TC/1165/99.24 million against the Company. Ghatkopar. Dr. The written statement on behalf of the defendant opposing the suit was filed on March 26. 2006. 2002. before the State Consumer Disputes Redressal Forum against the Company. The plaintiffs had made an application for allotment of flat no. 1963. 1997.e. Further the plaintiffs have sought a temporary injunction restraining the defendant from carrying out any construction work with regard to the above building during the pendency of the hearing and till the final disposal of the suit. 296 . 1963. The appeal came up for admission on March 5. The plaintiff has prayed for the issue of a mandatory injunction ordering our Company to execute a deed of conveyance in favour of the plaintiff. The contention of the plaintiff society is that under Section 11 of the Maharashtra Ownership Flat Act. Thames Co-operative Housing Society Limited. 1995. Ramesh Mehta) claim to have a right in the suit property under an Agreement dated July 7. Our Company has submitted in its reply filed on April 27. the date on which the possession was to be given. The matter is pending. Panvel. located in the complex of “Godrej Sky Garden” developed by the defendants. 2002 before the Civil Judge. and is pending. have filed a Suit in the High Court of Mumbai (Suit No. 1143/1997) on March 17. Godrej Hill. The complaint was dismissed by the District Forum dated March 22. 2009. Dr. 0. our Company. Mumbai for a total consideration of Rs. Kalyan. is a registered Cooperative Housing Society bearing Registration No. Padmanabha Subbayya Shetty and Mohini Padmanabha Shetty. being the plaintiffs. 15. 3308/2002) for a claim of Rs. 1963 read with the Maharashtra Ownership Flat Act. for declaration and issue of mandatory injunction under the Specific Relief Act. 2. The matter is pending and the next date for hearing has been fixed for December 2. Sam Batlivala filed a consumer complaint (Complaint No. 2000 and is pending before the Maharashtra State Consumer Disputes Redressal Commission.34 million by application 4. Our Company had developed a property. By an Order dated September 24. 17/2002) for declaration and injunction. 0. being the plaintiff society. the Company had also created third party rights in respect of the said premises in the buildings to be constructed. Senior Division at Panvel. The Company has filed its reply and the next date for hearing has been fixed on November 12. title and interest in favour of the plaintiff within a period of four months from the formation of the society. 2002 the Panvel Court dismissed the application for temporary injunction under Order 39 Rule 1 and 2 of the Code of Civil Procedure by the Court of Civil Judge. 1997 that the Agreement for sale/purchase of the said premises provided for a reasonable extension of time after December 31. 437. our Company shall transfer to the said organisation/federal society all the rights. Kalyan.challenging the validity and legality of the said order dated July 5. Flat No. filed a suit (No. on grounds of delayed possession and deficiency in service in Company’s Project Godrej Hill. The amount of compensation sought is Rs. 3. Kalyan. Further. 262/2002) dated December 3. C-42 in the Company’s project viz. Our Company had informed the Complainant that the delay in possession was due to the non-issuance of the occupation certificate by the Kalyan Municipal Corporation. Petunia Cooperative Housing Society. 6. Mr. The plaintiff filed the instant suit (Regular Civil Suit No. The Company has filed its reply contending that after all the buildings of the complex were completed and the organization of the purchaser and/or federal society is registered. seeking to declare that the defendant has no right and authority or entitled to carry out any construction in the garden which is lying at the east corner of Godrej Sky Garden complex on Final Plot No. 2000. The plaintiff.12 million being the interest amount calculated at 24% per annum. 1995. 5. Godrej Grenville Park. title and interest of the building through execution of appropriate conveyance deeds. The contention of the Company is that the development work in the said premises had begun by our Company and the entire consideration had been paid to Mr Dalvi. 4th Floor. The flat purchasers were aware of this and had consented to the same. The matter relates to conflicting claims over the said land. it is mandatory for our Company as a builder/promoter to execute and register Deed of Conveyance vesting right. who has in turn fully paid the owners of the land. 2009. 2000 before the Maharashtra State Consumer Disputes Redressal Commission against the order of the District Forum. Moulvi and Mr.

1996. fair and reasonable compensation. Mr. as their insurers. 1994 and the occupation certificate was obtained on November 15. Greater Mumbai and Kalyan respectively in the three individual complaints. 2009. The matter is pending and the next date of hearing is October 23. which is before the publication of the new development plan. 1986 in relation to Project Godrej Plaza. 2000 and paid a sum of Rs. 1996. 2001. for injuries sustained by the applicants (Master Raj Uddhav Kadam and others. was applicable for our layout before publishing the subsequent new development plan on December 5. 210/C69/2007) under the Workmen’s Compensation Act. The High Court appointed a five member committee headed by Judge Mr. 10. Rohidas Mahadeo Rathod filed an application (WCA No.e. Neelam Jalindher Dapthare and others. The Company has contended that the reservation was not finalised by the Government and was only for the purpose of broad zoning and land usage. Motor accident claims have been filed against the Company and New India Assurance Company Limited. The Company has filed its written statement on October 3. Mumbai on March 16.14 million alongwith interest at 18% per annum as well as compensation for mental distress and agony caused to the Complainant. The plaintiffs did not pay the balance amount and filed this instant suit for a refund of the amount of Rs. 0. 1997 till the payment is realized as well as Rs. 0. Kaustubh Gokhale.2 million as earnest money. The public reservation shown in the new development plan is not relevant to “Topaz” building as it was constructed prior to the publication of the new development plan. 1991. The claims are pending. the plaintiffs requested the Company to change their flat from C-42 to C-62. Aguiar (Retd) to look into the matter and accordingly submit its report to the High Court.7 million. was constructed on the development plan reservation plot.2 million alongwith 24% interest per annum. The Company has filed its appearance in the matter and further dates of hearing have been fixed in the matters before the various courts. 2007 against the Company and its insurers. intimation of disapproval was granted on December 18.. The hearing before the Committee is complete and the report of the Committee is pending. The Committee issued a notice to the Company on November 28. Nilkanth Bhagat and Mr. at the minimum. Ravindra Bhagat filed a consumer complaint (Complaint No. The applicant claims that the injuries were sustained in the course of his employment and arising out of the employment 9. under Section 140 of the Motor Vehicle Act 1988 (“MV Act”) for the grant of compensation under the principle no fault liability as well as Section 166 of the MV Act for the grant of just. The District Commission ordered our Company to provide refund and interest @ 12% pa from October 2. Ashwini Dattayar Surse and others) allegedly by Company owned vehicles. in his individual capacity. 0. The Complaint was filed on the ground of deficiency in service within meaning of Section 2(1)(o) of the Consumer Protection Act. 8. The applicant was the driver of the vehicle allegedly owned by the Company which met with an accident and the applicant sustained serious injuries. Mumbai on the ground of illegal and unauthorised constructions in the limits of Kalyan Dombivli Municipal Corporation.form dated February 28. The old development plan i. Panvel developed by our Company. filed a public interest litigation before the High Court. The plaintiffs were thereafter called upon by the Company to pay the balance amount. The Complainant has claimed an amount of Rs. Kalyan Complex Notified Area-Plan prepared by MMRDA. Mr. Maharashtra by our Company which was admitted on November 19. 111/2000) dated March 31. along with interest of 12% per annum from date of accident till realization and penalty. 0. Thereafter. 297 . 2001 against our Company before the State Consumer Disputes Redressal Forum.05 million as cost of proceedings within 2 months. the commencement certificate was granted on May 20. New India Assurance Company Limited. 2007 requesting clarifications on whether the “Topaz” building of Cluster B at Godrej Hill. 2003 and the matter has not been listed for final hearing. The matter is pending. 7. 1923 for grant of compensation before the Court of Commissioner for Workmen’s Compensation at Bandra. In this regard. The request was accepted and booking amount was transferred to the new flat. An appeal against an order by the above District Commission has been filed before the Consumer Disputes Redressal Commission. Claims have been filed before the Motor Accident Claims Tribunal at Thane. The total compensation sought for in all the claims is approximately 3. Kalyan.

Mr. Aggrieved by the order. The matter is pending for hearing. 2004.No. Thane. Satyaprakash Mangati. Ascent Construction has filed a civil case bearing Special Civil Suit No.Jayant Shirsat by an agreement for sale dated September 7. The Company has filed an Appeal bearing No. Shirsat intimating that certain car parking spaces have been reserved for the customer/visitors of Mr. 0. 2008.34 of 2004 against the same parties and has thereby soutght an injunction restraining the Company from carrying on construction in Company’s Project Godrej Edenwoods. Shirsat’s licensee (BNP Paribas Bank). On June 23. Thane. the Company issued a letter to Mr. The Federation of Edenwoods Co-operative Housing Society Limited has filed a civil case No. Savitaben Manila Vaishnav has filed a civil case bearing Suit no. 75. the Municipal Commissioner. 13. By an order dated July 21. adding the Company as a respondent. The matter is pending hearing. Thane(W) and giving vacant possession to them. Ahmendabad (Rural) against Jaikrishna Manilal Vaishnav and Hargovan Manilal Vaishnav alleging that the defendants hold no right to title of Block No. 15. Municipal Corporation and 16 others for declaration and injunction restraining the Company from encroaching on their plot of land measuring 2166.94/2009 in the District Court Thane against the order dated July 21.S. Thane awarded compensation to the complainant. Both parties claim that the dispute property is ancestral and they have excluive right to the property. Company filed its reply and further Injunction Application restraining the Federation from creating obstructions to the Company in its construction work and entry in the Edenwoods Complex.76 acres out of the larger property having various survey numbers from Mr. The plaintiff has made an application to implead the Mukesh Keshavlal Patel and Company as defendants to the suit. Mr. 343/2008 before the Consumer Dispute Redressal Commission.831 of 2006 in the Additional Civil Judge –IV. By an order dated January 23.250 to the complainant an amount in relation to water transportation charges refunded by the Company. R.80 sq. The Company had sold unit No.308 of 2009 against the Company and other in the Civil Judge Court (Junior Division). on the ground of breach of the terms of Consent Decree. The appeal is pending and the next date is October 26. 5 and 6 along with two car parking spaces (“dispute property”) in Basement No. 14. 2008. 2009 for hearing.Mukesh Keshavlal Patel and it has nothing to do with Block No. The appeal is pending. against the Company and 17 others for restraining the defendants by an order and injunction from interfering with the exclusive possession of plaintiff four car parking spaces in Godrej Millennium. Jagatpur.mtrs at Villa Chitala Mandapa Taluk. the Consumer Dispute Redressal Forum. Thane partly against the Company. Charudatta Bhor and another(“opponents”) for failure of the opponenets to return Rs. The defendants while the suit was pending sold the development rights of the property to Mukesh Keshavlal Patel And the Company has obtained development rights from Mukesh Keshavlal Patel by agreement dated September 2. The allegation is that the Company along with the other defendant parties are enchroaching upon the plaintiff’s land. Junior Division Pune.S.Pune.with the Company.75 and so does not confer any right on the Company in respect of the said Block No. The Company has filed its reply.NO. Thane.75 for which a dispute has arisen between the plaintiffs and the Defendants. 2009 passed by the Civil Judge. 12. the aopponents have filed an appeal No. Maharashtra. 2009. Thane against the Company. at the time of the accident. Just and Fair Estate Private Limited (“plaintiff”) has filed a civil case bearing R.C.49 million alongwith interest of 12% per annum from the date of the accident till realization and penalty. The cost of the application is also sought. the Joint Civil Judge(Junior Division).C.479 of 2009 before the Civil Judge Senior Division. 1 in Godrej Millennium to Mr. 2000. 2000 and deed of apartment dated December 21. The matter is pending. by the Company filed in suit no. The total compensation sought for is Rs. filed a complaint No. The Company has filed its appearance in the matter and has stated that the vehicle was not registered in the name of the Company. Thane against the Secretary. 11. 21. The complainant. 298 .1293 of 2008 before the Civil Judge. The Company has filed a reply saying that it as obtained development rights in relation to the 65. wich maintains the water connections and transporatation services. till final adjudication. restrained the plaintiff from obstructing the construction activities by the Company and further restrained the Company from selling or creating any third party interest in the suit property. 147/2007 before the Consumer Dispute Redressal Forum.

C. The plainitff claims that the car parking spaces fall within the ambit of the agreement to sell dated June 15. Trevor Britto due to non-payment of bus charges by the societies in the complex. Choudhury and Mr.Subsequently Mr. The matter is pending in the Criminal Court at Kalyan. However. Various persons purchased flats in the complex and accordingly became flat owners in the Complainant Society. against the Company and the Managing Director of the Company. The Company has obtained the land from the defendants and is hence a party to the suit. The matter is pending. Pune. Our Company developed a complex known as “Godrej Hill” at Kalyan. Grentex Wools Private Limited has submitted that in view of the arbitration proceedings pending. 13 and 14 of the Maharashtra Ownership of Flats. The Company has filed its written statement and the said matter is pending. 388/M/2004 filed before the Metropolitan Magistrate. The same has been replied to with adequate denials by our Company on November 10. 2. The matter is pending and the next date of hearing has been fixed for November 25. The case is filed for claiming rights to the suit property bearing Block No. 2133 of 2006) for quashing the criminal case pending before the metropolitan magistrate and the order of the magistrate issuing process. Shirsat sold the dispute property along with car park space reserved for visitors of his licensees to the plaintiff under an agreement for sale dated June 15. our Company has filed the writ petition for setting aside the criminal complaint as well as the orders passed by the magistrate and the sessions judge. Both the matters are disposed off by an order dated September 13. The complainant alleged that according to the agreements entered into between our Company and the flat owners it was agreed that our Company shall provide certain amenities like water distribution system. The magistrate referred the dispute for investigation under the section 202 of the Criminal Procedure Code. 2006.1053/2005 against the Company before IV Joint Civil Judge. Milind S. Korde and other employees.119. The responsibility of payment of bus charges does not rest with the Company. The suit is filed claiming right with respect to the plot of land and premises constructed on land bearing no.64/A-1. legal heirs of Bharat Parmar have filed a case No. 1908 and based on the report issued process against our Company by its order dated February 1. Mr. which is filed by them. 2009. Mr. The matter in the criminal complaint filed before the metropolitan magistrate relates to the development agreement dated December 30. Tarulataben Parmar and Birenbhai Parmar.S. Zinnia Cooperative Housing Society filed a complaint (Complaint No. bus service between the society complex and Kalyan station etc. 94 of 2003) before the Magistrate under sections 11. Pune. 2005 in relation to discontinuance of the bus service between the Society complex and the Kalyan Station. Our Company has also filed a criminal application (No. filed a criminal writ petition (WP No. 2006 and further the Company should therefore execute a deed of correction for the agreement to sell dated September 7. sewage disposal system. 17. Criminal Proceedings 1. Godrej. Our Company. Senior Division. Amit B. 2004. Thus. 2006.e. 2006 in Criminal Revision Application No. legal heir of Bhikhaji Masangji. 2005. 1997. 1360 of 2006) challenging the order passed by the sessions judge dated May 5. 299 . 2000 and deed of apartment dated December 21. Criminal Appellate Jurisdiction wherein the respondent i. 2009. 1963 and sections 269 and 270 of the Indian Penal Code. 64/B-2 admeasuring 40 squaremeters at Shivaji Nagar. to the flat owners.M Court at Vikhroli. along with its directors. No. In the complaint Grentex has alleged offences relating to misappropriation of funds and falsification of accounts by our Company. 483 of 2009 before the Principal Senior Civil Judge inter alia against Raiben. The matter is pending and next date is November 13. The Company has filed its reply and the matter is pending for hearing. 16. 2007 of the High Court of Mumbai. our Company received legal notices on October 25. Godrej Sherwood Co-operative Housing Society Limited has filed a case R. 64/B-1. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex in Criminal Case No. The contention of the Company is that the bus service was discontinued by the service provider M/s. 64/B. the respondent will not proceed with the criminal case bearing number 41/SW/2006 pending in the M. Jatapur and for restraining the defendants from in any manner dealing with the Suit Property. Adi B.

Notices received by the Company 1. in support of the Company’s compliance Notice No.Income Tax Proceedings 1. Korde. No. Managing Director of our Company on January 31. 2007 relating to the assessment year 2005-2006. 2007 stating that the Company had replied to the inspection remarks through their letter Ref. It is the contention of the Assistant Commissioner of Labour that. Mumbai on January 22. Korde. Mr.1. ACL/DyCL/Desk-22 of 2008 has been issued by the Office of the Deputy Commissioner of Labour to Mr. 1970. No.72 million on development projects and Rs. is not liable to fringe benefit tax and for non grant of credit of taxes paid aggregating to Rs. The appeal is yet to be heard before the Commissioner. 1961 against the assessment order under section 143(3) of the Income Tax Act. Payment of Wages Act and The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act. 1996. 2007 in respect of compliance. which has been acknowledged by the Office of the Deputy Commissioner of Labour. challenging the order dated December 24. under Section 246A(1)(a) of the Income Tax Act. The matter is currently pending. 3. The appeal has been filed on the ground that the medical reimbursement paid to staff as part of the salary. 1961 dated December 24. 2. in support of the Company’s compliance. The Company has requested for an opportunity for production of records and documents before the Office. 2008 in respect of Simplex Mills compound. Our Company has filed an appeal under Section 264A(1)(a) of the Income Tax Act. 2007 has been issued against the Company and its Managing Director. 1970 by the Office of the Deputy Commissioner of Labour. 2008 raising a demand of Rs. The appeal has been filed on the grounds of disallowance of the loss of Rs. Thane in relation to the Godrej Edenwoods Project at Thane. The appeal has been partly heard by the Commissioner who has called for a remand report from the Assessing Officer. Milind S.53 million.7 million. which is pending as of date. 1948. The appeal has yet to come up for hearing before the Commissioner. 1961 before the Commissioner of Income Tax (Appeals) – X.190 million being the cost of the development rights acquired for one of the projects under development by the Company and also for non grant of credit of taxes paid aggregating to Rs. during his visit 2. under the Contract Labour Act. Pers/SR/148 dated October 12.101. The Company has responded to the show cause notice on December 17. 2. 1961 relating to assessment year 2006–07 raising a demand of Rs. Show cause notice dated November 19. Korde. 2007 in respect of compliance. The show cause notice is pursuant to certain inspection remarks issued by the Deputy Commissioner on October 4.49 million. 2007 with regard to certain alleged contractor’s compliance irregularities and rectification advice.1961 before the Commissioner of Income Tax (Appeals) – X Mumbai. 2007 with regard to certain alleged contractor’s compliance irregularities and rectification advice. Milind S. Thane in relation to the Godrej Edenwoods Project at Thane. which has been acknowledged by the Office of the Deputy Commissioner of Labour. Byculla for non-implementation of labour laws and its provisions as required under the Contract Labour Act.03 million. The show cause notice is pursuant to certain inspection remarks issued by the Deputy Commissioner on October 4. Pers/SR/148 dated October 12. Minimum Wages Act.1. 1948 by the Office of the Deputy Commissioner of Labour. 2008 against the assessment order dated December 20. Milind S. 300 . The Company has responded to the show cause notice on December 17. under the Minimum Wages Act. The appeal has been filed on the grounds of disallowance of a part of the project cost of the Company and income from house property. 2008 under section 115WE(3) of the Income Tax Act. The total amount claimed is approximately Rs. Our Company has filed an appeal under section 246A(1)(aa) of the Income Tax Act. Show cause notice dated November 19.65 million approximately.0. Our Company has filed an appeal before the Commissioner of Income Tax (Appeals)-X Mumbai. 3.11. Mr. 2007 has been issued against the Company and its Managing Director. The Company has requested for an opportunity for production of records and documents before the Office. 2007 stating that the Company had replied to the inspection remarks through their letter Ref.

The notice requires detailed records. The notice further demanded the Company to produce the documents downloaded and octroi payment receipts failing which penalty under under 478-IB of the Mumbai Municipal Corporation Act. 2008 stating that it’s role in the Project is as a developer. The Company has responded to the show cause notice on December 17. 4. The hearing before the Deputy Commissioner of Income Tax is pending. that the Company does not directly employ or engage workmen and that the statutory records have been maintained by the respective contractors. registers and other information with regard to the contractors to be made available to the Office of the Commissioner of Labour. Show cause notice dated November 19. 1965 by the Office of the Deputy Commissioner of Labour. under the Inter State Migrant Workmen Act. Further the demand for octroi is barred by limitation under the Rule 25 of the Municipal Corporation (Levy) Octroi Rules 1965. Thane for the Company’s project at Thane. However the Municipal Corporation has issued a further notice on October 7. 2009 under relevant provisions of Employees Provident Fund and Micelleneous Provisions Act 1952 was received from the enforcement officer under the Act to the project management consultant at Thane. 7. who has been appointed for Godrej – Edenwood project of Godrej Properties Limited at Thane. 2007 has been issued against the Company. Mr. irregularities in the maintenance of relevant records of the contract labourers engaged through several contractors. No. which has been acknowledged by the Office of the Deputy Commissioner of Labour. 2007 with regard to certain alleged contractor’s compliance irregularities and rectification advice. 2007 in respect of compliance. Korde. 312/A&C’s Vig Cell dated July 6. 2006 for the assessment year 2006-2007. Visit note dated February 14. 2009 holding that the Company is not entitled to pay the Octroi duty and requested to revoke the demand raised on the Company. The Company has requested for an opportunity for production of records and documents before the Office. 2009 vide letter No. in support of the Company’s compliance. The show cause notice is pursuant to certain inspection remarks issued by the Deputy Commissioner on October 4. 301 . 5. was found. 1979 by the Office of the Deputy Commissioner of Labour. This was in respect to the production of Provident Fund related documents pertaining to the contractors working at the said project site including principal contractor BEBL. 2007 issued by the Office of the ADL/JCIT Range 10(2). The Company has responded to the above notice through their letter No. The show cause notice is pursuant to certain inspection remarks issued by the Deputy Commissioner on October 25. 2007 stating that the Company had replied to the inspection remarks through their letter Ref. in support of the Company’s compliance. Pers/SR/148 dated October 12. 8. Pers/SR/148 dated October 12. And hence no Octroi is leviable. which has been acknowledged by the Office of the Deputy Commissioner of Labour. 2007 has been issued against the Company and its Managing Director. 2007 taking a stand that the softwares downloaded are not constituted in a tangible medium. Notice under Section 143(2) of the Income Tax Act. Mumbai seeking clarifications with regard to the return of income submitted by the Company on November 24.The Company has replied to the said notice vide letter dated October 16. 2007 with regard to certain alleged contractor’s compliance irregularities and rectification advice. 2007 stating that the Company had replied to the inspection remarks through their letter Ref. 1888 may be imposed. Show cause notice dated November 19. Thane in relation to the Godrej Edenwoods Project at Thane. 2007 in respect of compliance. The visit note was replied to by the project management consultant vide their letter dated February 20. Notice has been issued by the Municipal Corporation of Greater Mumbai by letter No. The Company has filed a reply dated August 6. Milind S. under the Payment of Bonus Act. 6. 2009. which will be made available to the Office during their subsequent inspection at the work site. 1961 dated November 20. The Company has requested for an opportunity for production of records and documents before the Office. 2007 demanding a payment of Octroi for downloading software licenses from servers located within Greater Mumbai limits as it amounts to import. Pers/SR/195 dated February 8. The statutory compliance in terms of remittance of EPF dues and filing returns by the contractor have been complied with.to the site.OCT/015/A& C’s Vig Cell calling upon to furnish octroi payment documents for verification. No. The Company has responded to the show cause notice on December 17.

The Joint Registrar by its order dated November 24. for furnishing the details of the contractors and their compliance position for the Godrej Edenwoods Site. 2008. has lodged a complaint letter dated August 3.P.I and the same has been acknowledged by the authorities. Prior to making this complaint to SEBI. 2003. P. The Company has received a letter bearing no. 2009 had sent a notice to the company.The Company has filed its reply.Mehta and informing to seeking legal opinion on the draft. 1953. Mehta a resident of Godrej Hill. 11. the Company has filed the return in Form . as assessed by the Authority has been paid in full. A revision petition No. dated March 3. 2009 from the Labour Department-Bangalore. Grentex filed an appeal No. 2009 confirming receipt of the draft conveyance through its ex-chairman Mr. 1997 with Grentex Wools Private Limited (“Grentex”) as project managers for the development of land owned by Grentex. Notice has been issued by Enforcement Officer Employee’s Provident Fund Organisation.P. 77/2003 before the Divisional Joint Registrar Cooperative Societies challenging the registration of the Housing Society. Whilst.Mehta vide letter dated July 15. dated September 23. A reply was filed vide letter no. P. The Company has received Inspection Notice under Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act 1996 regarding Labour Welfare CESS dated August 31. P. 38/2005 under Section 154 of the Maharashtra Co-operative Housing Societies Act. 2004 for quashing the impugned order of the Divisional Joint Registrar. Pers/ SR/440. Notice has been received from The Maharashtra Labour Welfare Board issued by the Assistant Labour Commissioner dated September 23. The company had replied by letter dated June 22. requesting to produce the records for ascertaining the correctness of the sum paid under the provisions of the Bombay Labour Welfare Fund Act. The society had replied on October 23. 1963 by not providing the conveyance deed to the society developed by the company at Godrej Hill. 13. Thane. The matter is pending. Navi Mumbai dated November 24. the Company formed the Housing Society subsequent to the sale of 60% of the total flats of Greenville Park. Kalyan. 2009 under acknowledgement of the department. for our submission of documents / challans evidencing labour welfare fund remittence to Government. 2007.The CESS amount. 2008 from the Labour Department-Bangalore. The Company has filed its reply. 2006. which was effected as per the order of the Deputy Registrar of Cooperative Societies dated February 21. MLWB/CONTEEG/INSP/VOR/4292 dated July 17. Kalyan West and also on the ground that the company has committed breach of contract as certain amenities are not provided for as promised by the company. Thane. Maharashtra State. 10. 2009. 1970 dated August 31. there was some delay in the completion of construction of one wing due to no fault of the Company. The brief background of the case is that our Company entered into an Agreement dated December 30. Mumbai on December 29. Mr. Our Company filed the present revision petition challenging this order of the Joint 302 . Litigation by the Company Civil Proceedings 1. 2004 quashed and set aside the Registration Certificate dated February 21. 12. 1960 has been filed by our Company against Grentex Wools Private Limited and Greenville Park Cooperative Housing Society (“Housing Society”) before the State Minister for Co-operation.P. 2009 with SEBI on the ground that the Company has violated the provisions of Section 11 of the Maharashtra Ownership Of Flats Act. 2003 of the Housing Society.The same has been fully complied and reply has been given to authorities under acknowledgement. 2009 denying the allegation and stating that the draft of conveyance has been forwarded to society vide letter October 23. 14. The Company has received Inspection Notes under Contract Labour (Regulation and Abolition) Act. the project developed by the Company. 2004.9. The Company has clarified that the Company does not directly engage contractual workmen for execution of project site as defined under the Bombay Labour Welfare Fund Act 1953.

challenging the ratable value for “Land being built upon and Open Land” fixed by the corporation and has filed an appeal in the Small Causes Court for getting the old ratable value of Rs. Our Company has filed an appeal No. H/W. The Company has no right to develop the dispute property. On filing an application. 2. 7. Our Company along with Sitaldas Estate Private Limited had in the year 2000 filed eviction cases before the Small Causes Court. performance linked variable remuneration.1734/2001 against Bombay Municipal Corporation in the Small Causes Court. 1997 wherein our Company. The transfer order is not challenged but claim is that they are “workmen” under the Industrial Disputes Act. was required to extend co-operation and provide services. Khar (West). Ward No. During the execution of the project certain dispute arose between the parties in relation to the sharing and division of the revenue received for the sale of the flats in the project. Deputy Inspector General of Registration and Deputy Controller of Stamps and Chief Controlling Revenue Authority. Our Company has referred to arbitration a dispute with Grentex Wools Private Limited (“Grentex”) arising out of a development agreement entered into with Grentex with respect to property situated at Village Kirol. 2008 and an order was passed by the State Ministry (Co-operative).24 million restored. in its capacity as the project manager. Since the parties were unable to achieve any progress in the redevelopment under the terms of the Agreements parties have executed a Deed of Cancellation on September 26. Mumbai bearing writ petition stamp no. The parties had entered into the development agreement dated December 30. The four ex-site employees were transferred to the Hyderabad project site in January 1999. Mr. 5178 of 2008 against Grenville Park Co-operative Housing Society. the Company and the State of Maharashtra & Ors. Mr. The matter is pending. Thane against the Akhil Maharashtra Kamgar Union. 10 eviction cases are currently pending. 2001. Kailash Premnarayan and Others filed an Appeal. Simplex Realty Limited has filed a case against Bombay Municipal Corporation in the Small Causes Court. bonus from date of termination of services till date. Kiran Wale. Walekeshwar with Sitaldas Estate Private Limited. Mumbai. finance and expertise in relation to the project to be developed. All the pending matters are in one common court. out of which 24 have been settled by filing consent terms in court. The matter is pending and no further date is fixed in the matter. The total amount claimed in the matter is Rs. The matter is pending. 303 . Prasad Shrikhande. 55 of 1997 against the State of Maharashtra. 2006. 6. LBS Marg.5A. against the tenants of Sital Baug. The company had entered into an MOU and an Agreement in 1999 for re-development of the dispute property Sital Baug. The matter is currently pending before the arbitral tribunal. 1947 and thus are entitled to compensation such as back wages. Mumbai. The said matter was heard on February 5.97 million. for fixing the ratable value for the property situated at Godrej Indraprasta. Mumbai. 2009 pursuant to which the Agreement and MoU ceased to have any effect. Mumbai on August 23. 200/2000) before the Labour Court. Our Company filed a case (Case No. The Company is an interested party in the matter as it is the developer of the said land belonging to Simplex Realty Limited. 2008 upholding the registration of the Grenville Park Co-operative Housing Society. 2. Grentex Wools Private Limited has filed a writ petition in the High Court. Walkeshwar.3081. Vishram Kudalkar. against its four ex-site employees viz. Ghatkopar. the company will be removed from the list of defendants in this matter. The background of the case is that our Company by an 3. Eviction cases against 34 tenants were filed. The petition is against the said Order and is pending for hearing. 5. Mumbai on April 7. 4. Mantralay dated May 26. The property was proposed to be redeveloped by our Company. The matter relates to payment of deficient stamp duty by the Company. The cross-examination of our Company’s witness is continuing and the next date of hearing is to be fixed for further cross examinations. 42.Registrar. Maharashtra before the Chief Controlling Revenue Authority at Pune. Anil D’Cunha and Mr. bearing Stamp No. The employees did not report for work and in consequence thereof their services were terminated and compensation in lieu of one months notice was paid to them. Mr. Main Branch. The appeal has been filed through the Company as the said property has been developed by the Company and the appellants had executed a power of attorney in favour of the Company with regard to future litigation claims. through the Company.

1961. The claim is with regard to the right. our Company had agreed to pay stamp duty. 638. Jehangir Wadia and others are the present trustees of the Wadia Trust. 1961 and against the impugned order passed by the Ld.0. The case is pending for hearing.15764 of 2008 (Income Tax) against the Assistant Commissioner of Income Tax and others. Mr. Mr. G. Ongoing and Forthcoming in which neither the Company nor the Directors are parties 1. Worli. 638. Our Company has filed criminal petition No.000 partly paid convertible preference-Class B shares of TPPL to convertible preference-Class C shares.1. The contention of the Company is that the Agreement entered into is only for the purchase of shares of TPPL and not for the purchase of any immovable property. Maulana Abdul Gaffar Khan Road. Our Company filed Form 37-I as required to be filed under chapter XXC of the Income Tax Act. the holders will get rights as set out in the Articles of Association of TPPL in respect of Flat No. against Mr. 33. for setting aside the order of attachment passed by the Assistant Commissioner of Income Tax under section 281B of the Income Tax Act.1063 of 2005 against the owner Mr. The Company is an interested party to the case being the developer of the property which is 2. Mumbai. 19/2006) against Lokmanya Pan Bazar Association Limited and Jagshi Chedda (Silver Developers) before the High Court. which reflects the market value of the trust land and Rs. 148. The said Chamber Summons is allowed by order dated May 6. Ms.50 million and a fine at the rate of 2% per month from the date of the said Agreement till the payment of stamp duty. Litigations involving lands forming part of Completed.Class B shares for an aggregate consideration of Rs. 1997 required our Company to pay a sum of Rs. The said matter is still pending.05 million. title and interest in the suit property at Thane where the Company as a developer has built its Edenwoods Complex.000. The matter is now pending before the Chief Controlling Revenue Authority. 1964 against our Company as developers The legality of our Company’s inclusion in the investigation and proceedings has been questioned in the petition and the matter is pending.50 million with a fine of 2% per month from the date of the Agreement till the payment of stamp duty. Criminal Proceedings 1. The Company is an interested party to the case being the developer of the property which is the subject matter of the said suit petition. The share capital of TPPL consists of several classes of shares. Shaila Yashwant Wadekar and others have filed a petition No. Bombay. 4520/2007 under Section 482 of the Criminal Procedure Code 1973 before the High Court of Karnataka at Bangalore. 270/07 of Hebbal Police Station. compensation for wrongfully surrendering property not belonging to Lokmanya Association and others (Defendants) for obtaining extra FSI. Jehangir Wadia and others filed a Civil Suit (Suit No. The Deputy Inspector General of Registration and Deputy Controller of Stamps by their Order dated July 23. 1995 Housing Development Finance Corporation Limited (“HDFC”). Deepak Tekchand Varma before the High Court.1334 of 2006 for seeking inspection of documents from the plaintiff. 8. 127. the shareholder of Tahir Properties Private Limited (“TPPL”).000 convertible preference.Single Judge of the High Court of Karnataka at Bangalore. The shares were not converted till date of filing of the appeal. Mumbai.1 in the building proposed to be constructed on their immovable property located at the proposed structure of TPPL situated at Plot No. It was mentioned in the Form 37-I that on conversion of 70. Pune. legal expenses and all other costs. 2009 and Wadia Trust(plaintiff) has gone into an Appeal against the said order. In the said suit Lokmanya Pan Bazar had filed a Chamber Summons bearing No. cancellation and surrender of Deed of Rectification. Parameshwarappa and others for quashing the proceedings and investigation in FIR No. 304 . Bangalore under Section 447 of the Indian Penal Code. charges and expenses in relation to the said Agreement. The total amount of claim in the matter is Rs. The subject matter of the dispute relates to declaration of the trust as the owners of CTS No.33 million as mesne profits/compensation. Under the said Agreement. The next date in Appeal is October 28. The matter is pending. 1997 and August 26. 2009. agreed to sell to our Company 70.Agreement dated November 28. The total amount demanded as deficient stamp duty amounts to Rs. 148.550. 1860 and Section 192-A of Karnataka Land Revenue Act. Our Company has filed a writ appeal in writ petition No. restoration of the title of CTS No.

DL and Land Revenue Officer.Jamilabakhte has filed a regular civil suit No. Barasat. JL No. 2008. was issued by the officer proposing to take over possession of the said 2.9 P.The Company is not a party to the said Caveat. Litigation by subsidiaries Happy Highrises Limited (HHL) Civil Proceedings HHL has preferred an appeal No.71 acres with structures situated at premises no.40/2009 before the Principal Civil Judge.Khardah total admeasuring 2. The said matter is pending. The said matter is pending.04/2004 under section 54 of the West Bengal Land Reforms Act.D.M. The Company is not a party to the case. Ahmedabad (Rural) against Atmaram Patel and others in respect of land bearing Survey No. 4.the subject matter of the said suit petition. Parganas from National Textiles Corporation (‘NTC’) by registered deed of conveyance dated July 18. The Company is not a party to the case. The case is filed for specific performance of an Agreement to Sell executed between the ancesters of both the parties in respect of Block No. legal heirs of Bharat Parmar have filed a suit R. Ahmedabad (Rural) claiming her rights in land bearing Survey No. The officer.231/2009 before the Senior Civil Judge. 2007 before the Civil Judge.1 of 2008 and vested 1.45 on the ground that her son Asif Khan has sold dispute property without her knowledge or consent. before the Collector.334 acres of land of Mouja Rambhadrabati JL No. Godrej Realty Private Limited Income tax 305 .176 acres in Mouja Sukchar. 16 of 2009 before the Principal Senior Civil Judge. A notice dated November 6. Ahmedabad (Rural) against Kiritbhai Gobarji Thakore and others.Khardah and 1. 2007. North 24.S.1 of 2008 under section 14T(3) of the West Bengal Land Reforms Act 1955 proposing to vest 2. An injunction application seeking directions to the defendants to not transfer the dispute property pursuant to registered sale deed dated October 13. 2008 passed by the Revenue Officer in case no. Devshibhai.306/2008 before the Senior Civil Judge. The said matter is pending. Ahmedabad and from restraining the defendants from dealing with the dispute property. Barrackpore Trunk Road. 3.Khardah. 2007 and thereafter the matter has not come up for final hearing.150. 2008 purpotedly took possession of 2. 6.51 acres. P.7 P.51 acres in respect of premises no.1/2008 and order dated November 11. Mr. 2008.111 and 112 at Dascroi.37 and Survey No. 2008 in case no. Mahotji Thakore. Mrs. Ahmedabad (Rural) against erstwhile owners of land bearing S. Senior Division. Additional Distrcit Magistrate. 2009 was granted.S. Diveshji Thakor. Kalpeshbhai Patel on May 16. 7.65.43. HHL had purchased entire land measuring 26. Chanduji Thakore.S. HHL has challenged the order dated November 6. observing it to be in excess of the prescribed ceiling limit. The petition was admitted on April 16. 1955 read with Rule 29 of the WBLR Rules 1965.150. The Company is not a party to the case. Tarulataben Parmar and Birenbhai Parmar. Dashrathji Mangali and Lilaben Thakore have filed a civil suit No. Ahmedabad(Rural) claiming his right to land bearing Survey No.51 acres of land within 5 days from date of order of vesting even before allowing an opportunity to the Company to prefer appeal against the said order.51 acres land and by order dated November 11. 5.R.II initiated a suo moto proceeding case no. claiming possession over the dispute property. disposed of the case no. The said matter is pending.No. The Company is not a party to the case.29/A and Mukeshbhai Patel. North 24-Parganas.1 of 2008 and is pending. The revenue officer Barrackpore. A caveat is field by Mr. No.Bharwad has filed a special civil suit No. by order dated November 6.

2006 by the High Energy Materials Research Laboratory (“HEMRL”). Adi B. Milind S.Gupta. A major portion of the property at Bavdhan. The notice further stated that no civil construction activities are allowed within the proximity of 457. Mr. Godrej 1. which the Company had undertaken for development activity.0. The company has preferred the said appeal on the grounds that the assessing officer has erred in taxing the interest received by the company as income under the head other sources instead of taxing the same as business income. a Franchisee has filed a private complaint under Section 138 read with Section 141 of Negotiable Instruments Act (C.I). Godrej HiCare Limited advised their bankers to stop payment to Mr. 209/2007) before the Sessions Court. 2006 which came into force from October 2. Since the relevant information is not readily available. The Company has voluntarily at present has suspended development activity at this site. Godrej. 306 . Litigation against Directors Mr. Pune informing the public regarding restrictions on the use and enjoyment of land lying in the vicinity of HEMRL.04 million approximately. along with its directors. Dues owed by the Company to Micro. Gupta. Vikas Hajela and Mr. Mahendran filed a Criminal Revision Application (No. Small and Medium Enterprises Development Act. Bombay against the order of the Sessions Court. 1903. Small And Medium Industries Under the Micro. filed a criminal writ petition (WP No. Adi B.C. Mr. 2006 in Criminal Revision Application No. 1961 dated December 16. Mr. is falling under the restricted area. certain disclosures are required to be made relating to Micro. Mr. 2006. Amit B. 2002 under Section 3 of the Works of Defence Act. 1793/2007) before the High Court.2 metres from the security wall of HEMRL and that all such construction shall be viewed as unauthorised. Gupta which was not honoured by the bank as per Godrej HiCare Limited’s instruction. Adi B. The area measuring about 810 acres is declared as notified area vide Gazette of India Notification dated April 27. 1360 of 2006) challenging the order passed by the sessions judge dated May 5. Pune. Based on the complaint filed by Mr.Gupta filed the abovementioned complaint.35 million but when found out that a sum of Rs. Adi B. situated at Sutarwadi. 1 – Grentex criminal proceedings”. Notices received by the Subsidiaries of the Company Godrej Realty Private Limited A public notice was published in the Times of India dated June 26. 388/M/2004 filed before the Metropolitan Magistrate. The Sessions Court rejected their plea.97 million is due and payable to Godrej HiCare Limited by Mr.1961 against the assessment order under section 143(3) of the Income Tax Act. the cheque was presented for clearance by Mr. Choudhury and Mr. they filed a criminal application (No. Mr. The Company is in the process of compiling relevant information from its suppliers about their coverage under the said Act. A. Ghanshyamdas has moved an 2. Mr. Mahendran without prejudice to proceed against the other accused. Small & Medium Enterprises. 2008 received on January 5. Mr. Godrej and Mr. Samira Kundu. however. Ghanshyamdas Gupta of Alpa Cares. A. Mumbai against Godrej HiCare Limited. The High Court stayed the proceedings pending before the Magistrate against Mr. No. Mr. Therefore.Our Company has preferred an appeal before Commissioner of Income Tax (Appeals . A. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex in Criminal Case No. Mahendran. The Company. No. Adi B. The facts of the case are that Godrej HiCare Limited had inadvertently issued a cheque of Rs. Gupta which was intimated to Mr. Mr. 0. no disclosures have been made in the accounts and this section. 0. Bombay to quash the order of the Magistrate. Godrej. Korde and other employees. 1828/SS/2006) before the Metropolitan Magistrate 43rd Court Borivali. Therefore. For further details please refer to “Litigation against the Company – Criminal Proceedings – S. 2009 challenging the demand raised of Rs. Since the Magistrate is not proceeding with the trial against other accused. Godrej. Mumbai under section 246A (1)(a) of the Income Tax Act. Gupta the Magistrate issued process against all the accused.

7. Pune. The matter is pending and the next date is October 31.No. 3.Maneck Engineer. the field executive. 1860. 2009 a criminal application under section 482 was filed in High Court. Chadha. On August 7. Vice-President (Construction). an order for stay of proceedings for the complaints and an interim relief of staying further proceedings on the complaints was granted on September 18.B. against the State of Maharashtra.B. 2009. 9.60/Misc/2007 dismissing the complaint of Surenkumar under section 203 of the Criminal Procedure Code. Therefore the inspector submitted his reports dated September 24.Adi. before the Chief Judicial Magistrate at Etawah. Godrej and Mr.C. an application for discharge of Mr.Nadir. 2009. A case No. CRIM/1/1994-1995 was filed against Mr. 8. 1973 for failure to receive foreign exchange in relation to the imports carried out in 1977-78.B. under sections 406 and 420 of the Indian Penal Code.Adi. 307 . by Godrej & Boyce Manufacturing Company Limited alongwith its Directors including Mr. The license inspectors from Mumbai Municipal Corporation had visited the Byculla Showroom of the petitioners for routine inspection and had demanded storage license for keeping wooden furniture in the store. Y. No.B.The said matter is stayed. A criminal complaint No. The matter is now pending with the Special Director (Appeals). by Inspector of Legal Metrology. A distributor of Godrej Consumer Products Limited (“GCPL”) filed a criminal complaint against Mr. A criminal writ petition No. Godrej and Mr. Pune against Godrej Agrovet Limited and its Directors including Mr.Adi.Godrej and Mr.50 of 2009 is filed before the Judicial Magistrate First Class.Adi B.4110650/SS/08 and 4100072/SS/09 at the 41st Magistrate Court at Dadar. In the revision.Godrej against the State of Maharashtra and others. 2008 with a complaint bearing Nos.Adi. 6. Mr. Adi B. Pandhapur by Godrej Agrovet Limited and its Directors including Mr. Surenkumar Shetty has preferred a criminal revision application No. The three writ petitions mentioned above were disposed off by the High Court on September 13. Mumbai. The summons has been served and report is awaited.Samir Kundu. Mumbai has filed three writ petitions before the High Court.B. The same was not produces for inspection as the Company had not obtained the licence. Mr. Director and Mr. Solapur.49/2009 against order dated September 1. The application was 4. 5.Nadir.Maneck Engineer filed a criminal application No.B. Solapur.474 of 2008 before the Sessions Court. The revision is filed against the order dated April 10. Mumbai. Mumbai. Godrej and Mr. The other directors have been discharged by Court in 1996. GCPL filed a petition under the Allahabad High Court under Section 482 Criminal Procedure Code inter alia praying for a stay of the proceedings before the Chief Judicial Magistrate. Bombay being writ petition nos. Adi B. Nadir B. 2006 who remanded the matter to the Special Director (Appeals) to hear the case on merits in accordance with law.B.S.Godrej against Deputy Controller of Legal Metrology. 2008 and order of Magistrate issuing process on complaint before the XXXIV Court. The case is filed under section 51 read with 33 and (6)(1)(a) of Standards of Weights and Measures (PC) Rules.Godrej. Further. 2781 of 2004 and 2782 of 2004 against Godrej Soaps Limited. in the complaint summons has been issued against all the directors to appear before the Magistrate. Godrej alleging violation of Foreign Exchange Regulation Act.Godrej and Mr. process was issued against all the accused.Godrej and other Directors before Metropolitan Magistrate. Mangalveda. Vikhroli. Bombay for quashing the above order.Godrej and Mr. A Criminal Application is filed before the Additional Sub Judge.1935/2009 is filed before the High Court.Nadir. The Enforcement Directorate. Vikhroli in original complaint case. for non-payment of dues. Mr. 2003 and the matter is pending for final disposal before the Allahabad High Court. The High Court stayed the proceedings by an order dated April 4. The matter is pending.Adi. 2008 passed by the Metropolitian Magistrate XXXIV Court. Godrej & Boyce Manufacturing Company Limited (Construction Division).In the meanwhile the Company.Godrej has been moved before Magistrate in 2009. 2008 and December 17.T.application before High Court requesting the Court to direct Magistrate to proceed against Vijay Hajela and Mr.Godrej. 2780 of 2004.B. Mazgaon for not mentioning scrap in the agreement on soaps sold to a party.

Raipur against Mr. Managing Director and Godrej & Boyce Manufacturing Company Limited.Lam. The case is filed for replacement of new stabiliser in place of old one which was offered to complainant as settlement alongwith cheque for Rs. The Company has filed a writ petition under section 482 for quashing order dated September 15.5. A notice was received as per the case filed by Vijay Parade stating there was manufacturing defect in the refrigerator purchased by Vijay Parade and the claim is replacement of the refrigerator. Kripashanker Awasthi has filed a consumer case No. Mr. Ram Upadhyay has filed a consumer case No. 4.Jain filed a counter complaint against the company and J.Godrej. 2008 and also restores the revision application no. G.Lam. 9684-9687 of 2007 and SLP (C) No.402.A. Preliminary objections were field before the forum and reply from the complainant is pending. Mr. Mumbai. The court sent the complaint for registration to Sardarpura Police Station. Godrej 1. Godrej & Boyce Manufacturing Company Limited had filed complaint no. Jodhpur. Jamshyd N.13-A and 14 of the Maharashtra Ownership Flat Act. Godrej is a respondent in these special leave petitions. The company has challenged the FIR by filing a petition under section 482 of Criminal Procedure Code for quashing of proceedings before High Court. Mr. 2008 and October 7.Shantimal Jain has filed complaint under section 190 of Criminal Procedure Code. Jodhpur and FIR No. Shailesh Jain.Registrar of Companies Maharashtra has filed a criminal complaint alleging violation of Section 212 (9) of the Companies Act was filed before the Additional Chief Judicial Magistrate-XIX at 308 . As a director of Haldia Petrochemicals Limited Mr.N. During pendency of FIR police has filed a final report in court stating that the matter is of civil nature relating to dispute of payments only. Shantimal Jain filed protest petition in Chief Judicial Magistrate who had referred the case to the police.J. 2009 which is pending. Two special leave petitions (SLP (C) No. 1963. Advance cheque of Rs. 3.Khan.86/2006 under section 138 of the Negotiable Instruments Act against Mr. The revision application was heard by the Sessions Court and by order dated September 15.N.A. Avinash Kamble and S.N.D. The matter is pending. against Mr. The matter is pending. The complainant had filed in the said case an application asking the court to test the stabiliser and a further application to appoint a laboratory recommended by him.J. The revision was accordingly disposed off. The complainant lodged a complaint demanding delivery of the same model refrigerator.V. 2.Godrej.partly allowed quashing the order dated September 1.4.243/2008 before the District Consumer Forum Lucknow against Ajay Dubey.474 of 2008 with inter alia directions that the contentions of parties on merits are kept open. M.J.Shantimal Jain of Sanklecha Brothers Private Limited and summons were served in 2005. After receipt of summons Mr. against Haldia Petrochemicals Limited. Mr.218/2008 before the District Consumer Redressal Forum. Asst.1700 previously in the dispute. The reply is filed by the defendants and the next date for hearing is October 24.Parekh alleging misuse of cheque. But since the house was locked it could not be returned to the complainant. The Company has filed its written statement.167 of 2007 under section 156. Managing Director and Godrej & Boyce Manufacturing Company Limited. which are pending for adjudication before the Supreme Court. 2009 it was allowed by setting aside order dated April 10. Jamshyd N. 2008 passed by the Vikhroli Court and directing Magistrate to issue process against defendants for offences punishable under sections 3.N.Godrej and P. 5. 21536 of 2007) have been filed by Chatterjee Petrochem (India) Private Limited and Chaterjee Petrochem (Mauritius) Company and Others.13. Pran Mitra. Godrej 1. Vijay Parade has filed a consumer case No.406 was registered.Godrej.Khan.181/2009 in the District Consumer Forum.D. 2009. The complainant had booked a refrigerator through Godrej Direct but was not delivered due to non availability of stock. The allegation is for cheating and breach of trust and forgery. Nadir B.500 was returned to the complainant by registered post. P.

94 of 2003) before the Magistrate under sections 11. 2.Adi.1555 of 2008 by Golden Foods & Feeds Limited and its Directors including Mr.Nadir. Korde and other employees. 7.M.Kalita. Godrej and Mr. A case No.Nadir. Godrej alleging violation of Foreign Exchange Regulation Act.Adi.Nadir. Choudhury 309 .The said matter is stayed. For further details please refer ‘Cases Involving Directors – Mr.Adi. Mangalveda. filed a criminal writ petition (WP No.1935/2009 is filed before the High Court.B. Solapur.Nadir. Bombay however directed that revision petition be filed before the Session Court. Mumbai has filed three writ petitions before the Bombay High Court.Godrej against the State of Maharashtra and others. Pandhapur by Godrej Agrovet Limited and its Directors including Mr. Godrej and Mr. Godrej.Godrej against Deputy Controller of Legal Metrology. A case Cr. Pune. The same was challenged under Section 482 of the Criminal Procedure Code before the Bombay High Court.50 of 2009 is filed in before the Judicial Magistrate First Class.No. 2781 of 2004 and 2782 of 2004 against Godrej Soaps Limited. by Godrej & Boyce Manufacturing Company Limited alongwith its Directors including Mr. The matter is pending and the next date is October 31.Godrej against Abani.Esplanade.B. against the Company and the Managing Director of the Company. 2006 who remanded the matter to the Special Director (Appeals) to hear the case on merits in accordance with law.C. Nadir B. arising out of Cr.Godrej. Milind S. Adi B. Amit B. Mr. Mr. along with its directors.Godrej and Mr.A. The said case is filed under section 51 read with 33 and (6)(1)(a) of Standards of Weights and Measures (PC) Rules. A case No. The three writ petitions mentioned above were disposed off by the High Court on September 13. For further details please refer to “Litigation against the Company – Criminal Proceedings”.No.Godrej. 1963 and sections 269 and 270 of the Indian Penal Code. 1973 for failure to receive foreign exchange in relation to the imports carried out in 1977-78. The High Court.M.Godrej and Mr. Milind S. 2006 in Criminal Revision Application No. 4. Ms.No. The Enforcement Directorate. Mr. Mangalveda. Mumbai.B.Nadir. The Company. The case is not listed and is pending final hearing.Cr. Accordingly revision petition No.Kalita against Golden Foods & Feeds Limited and its Directors including Mr. Mr. 2780 of 2004. Korde 1.Godrej and Mr. The matter is stayed.1555 of 2008 is field before Judicial Magistrate First Class. being writ petition nos. 2009. S. The said case is filed under section 420 of the Indian Penal Code. 581 of 2008 has been filed before the Session Court and is pending.M.S. Adi B. Adi Godrej’ 3. Mumbai against Mr Nadir B. Bhatt. Zinnia Cooperative Housing Society filed a complaint (Complaint No. The summons has been served and report is awaited. The matter is now pending with the Special Director (Appeals). 5. Guwahati in 2008 by Abani. by Inspector of Legal Metrology. Solapur. A criminal application is filed before the Additional Sub Judge. Choudhury and Mr. K. A criminal writ petition No. Amit B. 6. Parmeshwar A. For further details please refer to “Litigation against the Company – Criminal Proceedings”.T.B. Pune against Godrej Agrovet Limited and its Directors including Mr.B. 208 of 2008 is field before the Guwahati High Court. 13 and 14 of the Maharashtra Ownership of Flats. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex in Criminal Case No.B.B.B. 388/M/2004 filed before the Metropolitan Magistrate. 2. bearing. Godrej Nil Mr. 1360 of 2006) challenging the order passed by the sessions judge dated May 5.

225. Mrs. before various courts and tribunals. Keki B. The total amount that is the subject matter of these cases is approximately Rs. consequent to the adjudication order.000. For further details please refer to “Litigation against the Company – Criminal Proceedings – S.418. No. along with its directors. 4. pending before the High Court in the matter of Hindustan Lever Limited under the SEBI (Prohibition of Insider Trading) Regulations. Pritam Singh Nil Mr.3. 386 of 2006 whereby the judge refused to quash the proceedings initiated by Grentex in Criminal Case No. Dadiseth Mr. There are seven labour related cases filed by various parties against Godrej & Boyce Manufacturing Company. Gupte Nil Mr. There are five property cases filed by various parties against Godrej & Boyce Manufacturing Company before various fora. 2. Pranay Vakil Nil Dr.Narayan Nil Mr. Godrej. which had been quashed by the Appellate Authority. Adi B.S.Pirojsha. Choudhury and Mr. 2006 in Criminal Revision Application No. The total amount that is the subject matter of these cases aggregates approximately to Rs. Amit B.Our Company. 310 .047. Keki B.509. 1360 of 2006) challenging the order passed by the sessions judge dated May 5.219. Dadiseth is one of the persons arraigned in the SEBI’s writ petition against the Appellate Authority quashing SEBI order. Lalita D.334. There are 19 civil cases filed by various parties against Godrej & Boyce Manufacturing Company before various fora. There are 333 consumer cases filed by various parties against Godrej & Boyce Manufacturing Company before various consumer fora. Mr. 1 – Grentex criminal proceedings”. Mr. and in the pending prosecution filed by SEBI.Godrej Nil Litigation involving Promoters Godrej & Boyce Manufacturing Company Limited Litigation against the company 1. 19. Korde and other employees. 1992. 3. A. Milind S. 388/M/2004 filed before the Metropolitan Magistrate. Mr. The total amount that is the subject matter of these cases aggregates approximately to Rs. filed a criminal writ petition (WP No.

147.848.320. There are eight service tax cases pending against Godrej Industries Limited before various authorities.442. There are eight miscellaneous cases filed by Godrej & Boyce Manufacturing Company against various parties before various fora. There are 240 criminal cases filed by Godrej & Boyce Manufacturing Company against various parties before various fora. There are 31 criminal cases pending against Godrej Industries Limited before various authorities. The total amount that is the subject matter of these cases aggregates approximately to Rs. The total amount that is the subject matter of these cases aggregates approximately to Rs.42 million. 82.20 million. 6. There are 126 central excise cases pending against Godrej Industries Limited before various authorities.25 million. The total amount that is the subject matter of these cases aggregates approximately to Rs. 1. The total amount that is the subject matter of these cases aggregates approximately to Rs.297.22 million. 5. 311 . 2. There are 46 civil cases filed by Godrej & Boyce Manufacturing Company against various parties before various fora. There are 14 income tax cases pending against Godrej Industries Limited before various authorities.000. There are seven labour related cases filed by various parties against Godrej & Boyce Manufacturing Company. The total amount that is the subject matter of these cases aggregates approximately to Rs.81. 524. There are two criminal cases filed by various parties against Godrej & Boyce Manufacturing Company before various fora. The total amount that is the subject matter of this case aggregates approximately to Rs. 8. There are 12 consumer cases filed by Godrej & Boyce Manufacturing Company against various parties before various consumer fora. before various courts and tribunals.75. 3. The total amount that is the subject matter of these cases aggregates approximately to Rs.13 million. 3. 2.5. 7.993. There are three property cases filed by Godrej & Boyce Manufacturing Company against various parties before various fora. There are seven IR cases pending against Godrej Industries Limited before various authorities. There are 38 customs cases pending against Godrej Industries Limited before various authorities. There are five CMRS cases pending against Godrej Industries Limited before various authorities. 6. Godrej Industries Limited 1.456. 4. 169. 0.000. 7. The total amount that is the subject matter of these cases aggregates approximately to Rs. There are 63 miscellaneous cases pending against Godrej Industries Limited before various authorities.01 million. The total amount that is the subject matter of these cases aggregates approximately to Rs. 4. The total amount that is the subject matter of these cases aggregates approximately to Rs.50 million. 5. Litigation by the company 1. The total amount that is the subject matter of these cases aggregates approximately to Rs.

1. The arguments in the matter have been completed and written arguments have been filed by both parties.44.689.22% and Godrej Industries Limited’s share is 96. The total tax impact is 135. 7. There are 11 cases pending against Geometric Limited before the Assistant Commissioner of Customs and the total amount claimed is approximately Rs.6 million out of which Wadala Commodities Limited’s share is 3. The Bombay High Court by its order dated October 6. transferring or dealing in any manner or creating any third party rights in the shares of Gharda Chemicals Limited held by them. There is one consumer case filled against Geometric Limited before the Maharashtra Consumer Dispute Redressal State Commission for claims totalling to approximately Rs.00. 338.945 and applicable interest. New Delhi for theft of software source code. There is one civil case filed against Geometric Limited before the High Court of Bombay.23.826 plus applicable interest and penalty. 3. There is one arbitration petition filed by Godrej Industries Limited before the Bombay High Court seeking to restrain minority shareholders of Gharda Chemicals Limited from selling. Shekhar Verma before the Metropolitan Magistrate. The total amount involved is Rs. Wadala Commodities Limited Litigation against the company Income tax There are 16 cases filed under the Income Tax Act. Litigation by the company There are nine cases filed by the company before Bhoiwada Magistrate Court under Section 138 of the Negotiable Instruments Act. 2009 which restrained the minority shareholders of Gharda Chemicals Limited from selling and or creating any third party rights in shares of Gharda Chemicals Limited held by them till the constitution of an arbitral tribunal and for a period of six weeks thereafter.78%.14 million. etc. Litigation by the company 1. against Julon Foods Private Limited for recovery Rs.9. 2009 has confirmed an injunction order granted earlier on May 12. Geometric Limited has filed a criminal complaint against Mr. 2. 1961 on various grounds such as advertisement expenses. There are two Income Tax cases filed against Geometric Limited before the Commissioner of Income Tax (Appeals) for claims totalling to approximately Rs.59 million from Julon Foods Private Limited Godrej Consumer Products Limited Litigation against the Company 312 .18. 4. Non compete fees. Litigation involving Group Companies Geometric Limited Litigation against the company 1. prior period expenses. 1.000.

There is no financial implication involved in the case. The total amount that is the subject matter of these cases aggregates approximately to Rs. There are 11 Oppositions filed against GHL challenging registration of various trade marks before various Trade Mark Registries. 3. There are seven excise cases filed by Godrej Consumer Products Limited before various authorities. 1 million. There are two civil cases filed by Godrej Consumer Products Limited before various authorities. 2. There is an appeal pending before the Labour Court Commissioner. There are six miscellaneous cases pending against Godrej Consumer Products Limited before various authorities. The amount involved is approximately Rs. There are three cases relating to intellectual property pending against Godrej Consumer Products Limited. The total amount that is the subject matter of these cases aggregates to approximately Rs. There are five miscellaneous cases filed by Godrej Consumer Products Limited before various authorities. There is one case relating to intellectual property filed by Godrej Consumer Products Limited before the High Court. There are 11 cases relating to sales tax pending against Godrej Consumer Products Limited. There are no financial implications involved in this case. Mumbai. There are three cases filed against the Company under the Prevention of Food Adulteration Act 2. 156.22 million. There is no financial implication involved in the case. The total amount that is the subject matter of these cases aggregates to Rs. 6. There are two criminal cases pending against the employees of Godrej Consumer Products Limited before various authorities. 6. There are five consumer cases pending against Godrej Consumer Products Limited before various authorities. Godrej Hershey Limited(“GHL”) Litigation against the company 1. 3.97 million.87 million. There are six labour cases pending against Godrej Consumer Products Limited before various authorities. 4. There is no financial implication involved in the case.1. 3. 2. 67. 2. There is one complaint filed by Godrej Consumer Products Limited before the Monopolies and Restrictive Trade Practices Commission. The total amount that is the subject matter of these cases aggregates to Rs. Thapa for reinstatement of his services. 1. There are 11 show cause notices relating to excise tax pending against Godrej Consumer Products Limited. 7. Mumbai against GHL filed by Mr. 1. 5. 4. There are six income tax case filed by Godrej Consumer Products Limited before Commissioner of Income Tax (Appeals). 5. 7. The total amount that is the subject matter of these cases aggregates to Rs.06 million. 313 . Litigation by the Company 1. There are seven negotiable instrument cases filed by Godrej Consumer Products Limited before various authorities.61million.

The total amount that is the subject matter of these cases aggregates approximately to Rs. for misbranding. The total amount that is the subject matter of these cases aggregates approximately to Rs. 7. Santosh Parkhe. 2.58 million.R. 1960. Purushottam. Industrial Relations Act. Godrej Agrovet Limited Litigation against the company 1.K. There are two sales tax cases pending against Godrej Agrovet Limited before various sales tax authorities.4. There are five criminal cases against Goldmohur Foods and Feeds Limited (now merged with Godrej Agrovet Limited) under Indian Penal Code. Since the High Court of Jabalpur interpreted the law so as to include the food processing industry falls within the ambit of entry “Engineering Industry” as specified in Entry 16 of Schedule to the M. GHL has filed two appeals before the Commissioner of Income Tax (Appeals) for claims relating to assessment years 2004-05 and 2005-06. 3. 30 million. P. 2. There are 19 sales tax appeals filed by GHL. Jagdish Kumar Bansod.P. 5.I. Thakare. 1881 pending before the Small Causes Court and Metropolitan Magistrate in Mumbai. GHL has filed writ petition Nos. 18786 OF 2006 (S) / 18792 OF 2006 (S) / 18791 OF 2006 (S) / 18790 OF 2006 (S) / 16615 OF 2006 (S) / 18789 OF 2006 (S) / 18788 OF 2006 (S) / 18787 OF 2006 (S) in the High Court of Jabalpur for interpretation of Entry 16 of Schedule to the M. There are 10 cases filed by GHL under section 138 of the Negotiable Instruments Act. 5.I.P. There are 54 consumer cases filed by various parties against Godrej Agrovet Limited before various consumer fora. 1960 Litigation by the company 1. Bhopal for their retrenchment from work under Entry 16 of Schedule to the M. pending before the various Sales Tax Commissioners/Appellate Tribunal and sales tax authorities all over the Country. Rama Shankar Yadav.P. There are seven civil cases filed by various parties against Godrej Agrovet Limited before various fora. Act. 94 million. A. 3. There is one suit against the occupier of the factory filed by the Factory Inspector at Miraj before court of the Judicial Magistrate First Class. Act. 50 million. A.P. The total amount that is the subject matter of these cases aggregates approximately to Rs.R. 20. The total amount that is demanded in these cases aggregates approximately to Rs. Samuel have filed a case against GHL in the Labour Court. The amount involved is approximately Rs. 2. There is one criminal case against Godrej Agrovet Limited under the Insecticides Act. 1960 to clarify whether the food processing industry falls within the ambit of entry “Engineering Industry” as specified in Entry 16 of Schedule to the M. 314 . GHL has filed 23 oppositions for challenging registration of various trade marks before various Trade Mark Registries.V. 6. 23. Dhanraj Kose Jagannath Yadav. Industrial Relations Act. There are two excise cases pending against Godrej Agrovet Limited before various fora. GHL has filed an appeal against the judgement of Jabalpur High Court in the matter in the Supreme Court of India by filing a special leave petition No.8 million. 2009. 54 million. 22099-22106/2009 on August 17. 4. The total amount that is demanded in these cases aggregates approximately to Rs. 1960. 4.

The total amount that is the subject matter of these cases aggregates approximately to Rs 3. 0. The total amount that is the subject matter of the case is nil. 1881. The total amount that is the subject matter of these cases aggregates approximately to Rs. The total amount that is the subject matter of these cases aggregates approximately to Rs 72. 1881. There are six criminal cases filed by company against various parties under Indian Penal Code. There is one consumer case filed by Godrej Agrovet Limited against various parties before various fora. 2. There are five criminal cases against Godrej Agrovet Limited under Fertiliser Control Order of Essential Commodities Act. 9.63 million. Godrej Efacec Automation & Robotics Limited Litigation against the company Nil Litigation by the company 315 . Vora Soaps Limited Litigation against the company Nil Litigation by the company Nil Golden Feed Products Limited Litigation against the company Nil Litigation by the company There are 7 cases filed by Golden Feed Products Limited against various parties before various fora for claims arising under the Negotiable Instruments Act.8. 5.10 million. The total amount involved aggregates approximately 7.95 million. Litigation by the company 1.14 million. There are 188 cases filed by Godrej Agrovet Limited against various parties before various fora under the Negotiable Instruments Act. 3. There is one property related case filed by Godrej Agrovet Limited. 95.95 million. There are 12 civil cases filed by Godrej Agrovet Limited against IDBI Bank Limited. The total amount that is the subject matter of these cases aggregates approximately to Rs. There is one criminal case against Godrej Agrovet Limited under Packaged Commodities Rules. 4.

3. Chennai and one labour related case pending before the Additional Labour Court Chennai. There are 4 labour related cases pending against Mercury Manufacturing Company Limited before the Deputy Commissioner of Labour.58 million. Godrej Consumerbiz Limited Litigation against the company Nil Litigation by the company Nil Godrej (Malaysia) Sdn. Chennai for a refund claim of Rs 3. in which the total amount of the subject matter aggregates approximately to Rs 0. Tambaram Municipality relating to enhancement of property tax. Mercury Manufacturing Company Limited has filed a writ petition before the High Court of Madras against the Commissioner. and all the cases were filed by a section of workmen employed by the company. 2.Nil Godrej Infotech Limited Litigation against the company Nil Litigation by the company Nil Mercury Manufacturing Company Limited Litigation against the company 1.43 million towards excise duty on HSD oil. Litigation against the company Nil Litigation by the company Nil Godrej (Singapore) Pte Limited Litigation against the company 316 . Litigation by the company 1. The total amount that is subject matter of these cases aggregates approximately to Rs. 2.74 million. Bhd. Mercury Manufacturing Company Limited has obtained interim stay at the High Court of Madras against an order of Deputy Commissioner of Labour under the Minimum Wages Act. Mercury Manufacturing Company Limited has filed an appeal before Central Exise and Service Tax Appellate Tribunal.

Ensemble Holdings & Finance Limited Litigation against the company Nil 317 .000 Litigation by the company Veromatic International BV has filed one case against OMRON claiming a sum of EURO 106. Limited Litigation against the company Nil Litigation by the company Nil Godrej (Vietnam) Company Limited Litigation against the company Nil Litigation by the company Nil Veromatic International BV Litigation against the company There is one case filed by Welltec GMBH. . Germany against Veromatic alleging bad performance of a water filter developed by the Research and Development department of Veromatic International BV for a claim of summed EURO 50.000 for costs incurred as a result of the poor performance of a relay product produced by OMRON. Dragon Pte.T.Nil Litigation by the company Nil Godrej & Khimji (Middle East) LLC Litigation against the company Nil Litigation by the company Nil J.

17/08. There are four cases pending before various Consumer Dispute Redressal Forum against Godrej Sara Lee Limited. 3.3070/2008 and the court quashed both the notifications by order dated June 24. tribunals and other fora.9 million. 1947 and the total amount involved in these cases is approximately Rs. 31/08 which was published to curtail the excise incentive of the company. This was challenged by the company before Single Bench Guwahati High Court by filing a Writ Petition bearing No. 4. There is one excise case pending against Godrej Sara Lee Limited before division bench of Guwahati High Court in respect of notification No. 0. The department has filed an appeal before the Division Bench Guwahati High Court against the quashing order. 318 . 0. There are four cases pending against Godrej Sara Lee Limited under the Trade and Merchandise Marks Act before various courts. 2009.Litigation by the company Nil Swadeshi Detergents Limited Litigation against the company Nil Litigation by the company Nil Godrej International Limited Litigation against the company Nil Litigation by the company Nil Godrej Hygiene Care Limited Litigation against the company Nil Litigation by the company Nil Godrej Sara Lee Limited Litigation against the company 1. There are two cases pending against Godrej Sara Lee Limited before various authorities under the Industrial Disputes Act.4 million. The total amount that is the subject matter in these cases aggregates approximately to Rs. 2.

There is a case pending against Godrej Sara Lee Limited before the Judicial Magistrate. Godrej IJM Palm Oil Limited Litigation against the company Nil 319 . tribunals and sales tax authorities. 1 million. 4. Godrej Sara Lee Limited has filed two cases under the Negotiable Instruments Act. in respect of notification No. The total amount that is the subject matter in these cases aggregates approximately to Rs. 1881.77. Godrej Sara Lee Limited has filed one case before Jammu & Kashmir High Court. 6. 1977 before Additional Chief Metropolitan Magistrate at Borivali.23 million. 1860 for the recovery of goods or offences relating to short delivery of goods. Godrej Sara Lee Limited has filed an application against the union and the labour contractors. The total amount that is the subject matter in these cases aggregates approximately to Rs. The total amount that is the subject matter in these cases aggregates approximately to Rs. tribunals and authorities against several authorities. The matter is currently pending. There is one case filed against Godrej Sara Lee Limited under the Insecticides Act. 1977. 7. Tribunals and other fora Godrej Sara Lee Limited has filed an appeal before the Kerala High Court challenging the proceedings filed against it under the Standards of Weights and Measures (Packaged Commodity Rules). Mumbai.19/08 & 34/08 under excise since these notifications are curtailing the excise incentive of the company 2. 8. There is a case filed against Godrej Sara Lee Limited under the Standards of Weights and Measures (Packaged Commodity Rules). Godrej Sara Lee Limited has filed one case under the provisions of the Monopolies and Restrictive Trade Practices Act. 8. 3. 9. Karaikal under the Industrial Disputes Act. 1881. There are eight cases filed by Godrej Sara Lee Limited under Trade and Merchandise Marks Act before various Courts. There are two criminal cases filed by Godrej Sara Lee Limited against various parties under the provisions of the Indian Penal Code. 1947. There are 23 sales tax cases pending against Godrej Sara Lee Limited before various courts. Godrej Sara Lee Limited has filed six civil cases before various courts. 6.5. 32.7 million. The total amount that is demanded in these cases aggregates approximately to Rs. 7. Godrej Sara Lee Limited has filed four cases before various courts under the Insecticides Act. 10.5 million. Litigation by the company 1. There are six civil cases filed against Godrej Sara Lee Limited before various courts. 3. tribunals and authorities. 5. 1968. 1969. 1968. Ambala under the provisions of the Negotiable Instruments Act.

000 Godrej Tyson Foods Limited Litigation against the company: Rudrama. Litigation by the company: There is one criminal case filed by the Company before the Metropolitian Court. amount involved is Rs.Litigation by the company Nil Godrej Gold Coin Aquafeed Limited Litigation against the company Nil Litigation by the company There is one criminal case filed by the Company under Negotiable Instruments Act. 1881. Bangalore for partition of property and cancellation of sale deed made in favour of Goderej AgroVat Limited.47. Renukamma and Gawaramma has filed a case against the company before City Civil Court.74. Nasratna. 52. Bangalore against Aditya Marketing Limited under section 138 of the Negotiable Instruments Act.467. Natures Basket Limited Litigation against the company Nil Litigation by the company Nil Cauvery Palm Oil Limited Litigation against the company Nil Litigation by the company Nil Godrej Oil Palm Limited Litigation against the company Nil Litigation by the company 320 . 7. The amount involved is Rs. Haskote.

default or notices in relation to the Company. if found guilty).Nil Poultry Processors' Association of India Litigation against the company Nil Litigation by the company Nil Al Rahba International Trading LLC Litigation against the company Nil Litigation by the company Nil Except as mentioned above. defaults. 1956 (1 of 1956) etc There are no pending litigations. There have been no adverse findings in relation to compliance with securities laws. prosecution under any enactment in respect of Schedule XIII to the Companies Act. including disputed tax liabilities. Group Companies and Promoters. its Subsidiaries. pertaining to matters likely to affect operations and finances of the issuer. There are no outstanding litigations. there is no material litigation. There have been past cases where penalties were imposed against the Company or its Directors. There are no pending proceedings initiated for economic offences against our Company or our Directors. nonpayment of statutory dues. defaults. Promoters and Group Companies. Material Developments There have been no material developments. since the date of the last balance sheet otherwise than as disclosed in the section titled ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ on page 272 of this Draft Red Herring Prospectus. any disciplinary action taken by SEBI or stock exchanges against our Company or our Directors There are no small scale undertaking(s) or any other creditors to whom our Company owes a sum exceeding Rs. proceedings initiated for economic offences or civil offences (including the past cases. one lakh which is outstanding more than thirty days. defaults against banks or financial institutions by the Company. 321 . None of the Group Companies are defunct and hence there are no litigations pending in that regard. etc. There are no over dues to banks or financial institutions. There are no pending litigations in respect of Group Companies with which the Promoters were associated in the past but are no longer associated.

6. 2008 has clarified that ‘FIIs may subscribe to the proposed IPO of your company under the portfolio investment scheme (PIS) in terms of Regulation 1(5) of schedule 2 to RBI Notification No. In principle approval from the NSE dated [●].GOVERNMENT APPROVALS We have received the necessary consents. Our Company Approvals to carry on our Business A. 7. Government of Karnataka. The RBI by its letters dated January 25. permissions and approvals from the Government and various governmental agencies required for our present business and except as mentioned below. 2009. 2006 Tax Payers Identification Number under Central Sales Tax (Registration and Turnover) Rules 1957 is 27020266493C with effect from April 1. 8. licenses. In principle approval from the BSE dated [●]. Bangalore on August 17. 2009 authorized the Issue. 2. it is provided that FII investments in any pre-ipo placement would be treated on par with FDI and will have to comply with the guidelines for such FDI in terms of lock-in period and other conditions prescribed vide Press Note 2 (2005 series) issued by Ministry of Commerce & Industry. to the Company by the Office of Commissioner. 1. 2005. 3. The shareholders of our Company have. FEMA 20/2000-RB dated May 3. 2006 Service Tax Code Number AAACG3995MST002 and Location Code SA0311 issued to the Company by the Office of the Commissioner of Service Tax. Kolkata on April 23. However. pursuant to their resolution dated July 27. 2007 Allotment of Code No. 2. Industrial/Labour/Tax Permanent Account Number AAACG3995M Tax Payers Identification Number under the Maharashtra Value Added Tax Act 2003 is 27020266493V with effect from April 1. 4. 5. 4. authorised this Issue. 2007 Value Added Tax Registration Certificate under Karnataka Value Added Tax Act 2003 granted to the Company with effect from April 28. 136/2005-RB dated July 19. B. Sales Tax. pursuant to their resolution dated September 30. and The Board of Directors have. no further approvals are required for carrying on our present business. Approvals for the Issue 1. 2000’. Government of West Bengal. 2008 and March 19. DIPP and notified by RBI by notification no. 2005 Tax Deduction Account Number MUMG08095D Service Tax Code Number : AAACG3995MST001 and Location Code Number: SC0100 3. STDS 5101039 under the West Bengal Value Added Tax Act 2003. 5. Building/Construction related approvals/ NOCs 322 .

2005 for building permission for full work of GVD I and II. Government of India for setting up Special Economic Zone for IT/ITES Sector at Patancheru village and Mandal Sanga Reddy Taluk. Thane 2004 No. 4. 1. Department for conversion of land from I. 4. Completion Certificate to Building GVD-I Type A and Type B from Kalyan Dombivali Municipal Corporation No. Andhra Pradesh dated December 12. Government of Andhra Pradesh dated December 5.64/B2 for Godrej Eternia “C ” issued by Building Permission Department Pune Municipal Corporation Pune Godrej GVD. Ulhasnagar Urban Agglomeration. 2007 for approval to set up a Sector Specific Economic Zone for Information Technology and IT Enabled Services at Patancheru to Godrej Real Estate Private Limited. Permission for Non Agricultural Use from the Collector. Application has been made to the SEZ Section. Commencement certificate No. 3.SEZ RELATED APPROVALS Godrej Genesis. Application made in February. IT & C Department. ULC/ULN/Sec (20)(N)/SR-149 issued on April 17. 2009 to the Principal Secretary.64/B. expiring on March 16. 2007 for approval to set up a Sector Specific Economic Zone for Information Technology and IT Enabled Services at Patancheru to Godrej Real Estate Private Limited. and U.D. 2009 for GVD I and II. KDMC/NRV/CC/KV/496 for GVD-I: Building A and B issued on November 1. Department of Commerce. Application to the Chief Secretary. M.A and U.T. 323 . this application was rejected. Ministry of Commerce and Industry. Building Permission from Kalyan Dombivali Municipal Corporation No. Government of Andhra Pradesh dated December 5. 3. However. Ministry of Commerce and Industry. Zone to Mixed Use. 2007. Completion Certificate to GVD-II Building Type-C and Type-D from Kalyan Dombivali Municipal Corporation vide No.CC/4630/06 Dated March 28. KDMC/NRV/CC/KV/251 issued on July 22. Department of Commerce. Plot No. Special Economic Zone Section. 2009 2. Hyderabad Applications Made 1. 5. 2004. Godrej Eternia C. KDMC/NRV/BP/KV/605262 issued on March 17. Thane No. 2007. Government of India for setting up a Sector Specific Economic Zone for Information Technology and IT Enabled Services at Patancheru to Godrej Real Estate Private Limited dated September 3. Mahasul/K-1/T-7/NP/SR155/98 issued on June 25. 2008. Department dated August 29. Kalyan 1.D. 64/A-1. 5.A. Medak District. Letter of Approval from the Director. 2006. expiring on April 16. 2009. PROJECT-SPECIFIC APPROVALS Described below are the approvals obtained and applied for in respect of our ongoing projects. Application to the Principal Secretary. Order under Section 20 Urban Land Ceiling and Regulation Act 1976 from Deputy Collector and Competent Authority. by an order from the Principal Secretary. 2006 for economically weaker section of society is being implemented. 2.64/B-1. M. 2009.

KDMC/NRV/BP/KV/616-304 from the Kalyan Dombivali Municipal Corporation issued on February 12. 2005 for a period of four years.Godrej Riverside. TMC/TDD/798 for Pine from Thane Municipal Corporation issued on March 4. 3. Plinth Completion Certificate for Building Type A2 vide no. 2003 issued on May 3. TMC/TDD/87/V. 2008 Plinth Completion Certificate for Building Type A1 vide no. TMC/TDD/267 for Pine from Thane Municipal Corporation issued on July 25. expiring on March 29. 3. 2008.10662 issued on May 13. TMC/TDD/63 for Podium-Row Apartment from Thane Municipal Corporation issued on April 29. 2008 2. 2011. TMC/TDD/75 for Row Apartment from Thane Municipal Corporation issued on May 13. Plinth Completion and Commencement Certificate above plinth vide no. Kalyan 1. 2008 for 13th to 15th Floors. 5. Permission for non agricultural use from The Collector. Thane No. 2008. 2009. 6. 2009. Amended building permission No. Building permission No. 2006. KDMC/NRV/3257 from the Kalyan Dombivali Municipal Corporation issued on October 13. 324 . 2009 by Thane Municipal Corporation for Row Apartments. EEBPC/9526/E/A issued on April 30. Planet Godrej. 7. Building permission No. 2009. Thane Podium Row Apartment and Pine 1. 2008 2. Commencement Certificate No. KDMC/NRV/ 771 from the Kalyan Dombivali Municipal Corporation issued on May 20. Intimation of Disapproval from Kalyan Dombivali Municipal Corporation No. expiring on May 19. Commencement certificate from Kalyan Dombivali Municipal Corporation No. Plinth Completion and Commencement Certificate above plinth vide no. Mahasul/K-1/T-7/NP/SR-84/2005 issued on June 13. 2007 for a period of four years. 2009. 2007 amd renewal on April 11. 6. Amended approval from Municipal Corporation of Greater Mumbai No. Amended building permission No. 2007 and renewed on August 23.No. 4. Mumbai 1. 2008. KDMC/NRV/BP/KV/854-359 issued on March 30. TMC/TDD/201 for Row Apartment from Thane Municipal Corporation issued on July 3. 4. Amended Approval No. 2007 as per amended approval dated April 30. TMC/TDD/64 for Pine from Thane Municipal Corporation issued on April 29.P. 2008 Commencement certificate from Municipal Corporation of Greater Mumbai as further endorsement on the first commencement certificate dated September 17. Godrej Edenwoods Phase III. KDMC/NRV/BP/KV/75-24 for all buildings issued on May 20. 2. 5.

EB/9526/E/A issued on February 25. 2003 for the period ending September 16.27m issued on May 28. 11. 2006. 2008. Further revalidation as per Revalidation of the Intimation of Disapproval No. Technical Committee for Tower 4 and 5 No. 2008 through their letter No. 2. Approval from Highrise Committee by Chief Engineer (DP) Member Secretary. Lay out approval from the Municipal Corporation of Greater Mumbai issued on April 30. 2009 4. 2005. 2007. 3. EEBPC9526/E/A dated September 17. EEBPC/9526/E by the Municipal Corporation of Greater Mumbai issued on January 18. 2006 325 .3. Bangalore 1. 1996 and further endorsed on February 2. 2008. EB/9526/E/A by Municipal Corporation of Greater Noida issued on May 19. Order under Section 22 of the Urban Land Ceiling and Regulation Act 1976 from Additional Collector and Competent Authority. C/ULC/D-III/22/6788 issued on September 17. 2008 as per the amended approval dated April 30. 5. Commencement certificate from Bangalore Development Authority No. EB/9526/E/A and Commencement Certificate No. MPCB/MS/5569 issued on September 27. 2008 through their letter No. Godrej Coliseum Phase III (Kurla (East). 2003 for the period ending September 16. Extension to the Commencement Certificate No. 2003 for 36th to 46th floor for Wing E from the Municipal Corporation of Greater Mumbai which is endorsed on March 14. No objection certificate issued by Collector of Mumbai for the development of the lease hold portion of land for Tower 4 and 5 No. EEBPC/9526/E by the Municipal Corporation of Greater Mumbai issued on April 13. The order was further revalidated on September 28. 2008. 2006. Godrej Woodsman Estate-I. 9. Ch E/HRB-38/DPC/GEN issued on August 14. 2009. Occupation Certificate for Tower 1 and 2 vide No. 2007.BNS/TV/S. 12. EB/9526/E/A by Municipal Corporation of Greater Noida issued on May 19. 2009. 8. 10. Commencement Certificate No. 7. CSLR/MS-02/LND-2598/CTC/BYCULLA/06/3006 issued on April 26. 6. Greater Mumbai for Redevelopment of property No. EB/9526/E/A issued on February 25. Occupation Certificate for Tower 3 and 4 vide No. Government of Maharashtra for the scheme of modernisation No. 2001 expiring on September 16. 2006. No objection certificate from Textile Department. 2008. CE/3508/BPES/AL issued on February 21. SIMPLEX 2001/CR-164/TEX 3 issued on November 14. 2006 expiring on September 16. No Objection Certificate issued by Airport Authority of India vide letter No. EB/9526/E/A and Commencement Certificate No.100 for Height of 56. CF/3508/BPES/AL from Municipal Corporation of Greater Mumbai issued on September 2. 2002.BT-1/NOCC/CS/252K/97. Amended Approval from Municipal Corporation of Greater Mumbai No.A1/02/2006-07 issued on October 18. 2009 for Wing B as per approved plan issued on February 24. Revalidation of the Intimation of Disapproval No. Environmental clearance from Maharashtra Pollution Control Board (MPCB) No. Mumbai) 1. 2009.

3. LP/01/2006-2007 issued on October 13. 7. Revised no objection Certificate from Karnataka State Fire & Emergency Services No. Building license from Bangalore Mahanagar Palika (BBMP) No. 2006 and Consent No. 291/F/2008/D (Air II) issued on June 25. No objection certificate from Bharat Sanchar Nigam Limited (BSNL) No.9 metres issued on May 3. 13. GBC(1) 114/2005 issued on January 16. 2006 and No. Air HQ/S 17726/4/ATS (PC-CCCIII) / Dy No. No. BWSSB/ CE(M)/ACE(M)-1/TA-8/112/2005-06 issued on April 5.21-280/2006-IA-III issued on October 27. 4. New Delhi No. DE(S)-6/I/2006-07/116 issued on August 29. BESCOM(N)/SPV-2/3041-42 from Bangalore Electricity Supply Company issued on June 18. 2007 Approval from Chief Electrical Inspector to Government of Karnataka vide letter No. 326 . 2006 for 59 meters. 9 TREE JL/05/06 issued on January 20. 16. 2006. Plan approval from Bangalore Development Authority (BDA) No. 2005 (BESCOM) No. 11. 5.BDA/NOCN(P)SV/GH-02/3128/200506 issued on December 15. 2008. 2005 No objection certificate from Ministry of Environment and Forest.PS/EM/EO11/NORTH/10/06-07 issued on July 17. 338 BOAS 2004 issued on January 5. 2005. No objection certificate from Department of Fire Services No. BDA/EO-II/TA-1/CC/T-577/2006-2007 dated December 28. Land use conversion from industrial to residential use from the Government of Karnataka No. CEIG/DEI2/BE-225 /1699-703 issued on April 16. 2009 for Tower 1.2. 15. 2006 Commencement certificates from Bangalore Development Authority (BDA) No. 2006 No objection certificate from Forest Department No. Government of India. 14. 19846-49 issued on March 29. AA1/M/0-23/NOC for 58. 9. 2005 No objection certificate from Bangalore Water Supply and Sewage Board No. 2005 No objection certificate from the Airport Authority of India No. 2009 Sanction letter no. CFE-EIA/GWE-ABI/EIA-394/2006-07/942 issued on June 20. 10. GBC(1)114/2005 issued on June 16. 6. CFE-EIA/GWEABI/EIA-394/2006-07/71 under Water (Prevention and Control Act) 1974 and Air (Prevention and Control Act) Act 1981 to construct residential apartments and commercial building issued on May 30. 19. 2008 Additional water supply sanction letter No. BWSSB/CE(M)/ACE(M)-1/TA-9 / 2647/2008-09 issued on July 14. 2006 Work order from Bangalore Development Authority (BDA) No.NM/AS/AA2/0/10/06-07 issued on July 17. 2 and 7 12. 2006 No objection Certificate from Ministry of Defence (Wg Cdr) No. 18. 8. 17. 2007 Consent for Establishment from Karnataka State Pollution Control Board SPCB No. 2006 No objection certificate from Bangalore Electricity Supply Company CGM/BMAZ/DGM(T)/AGM(T)-2/F-249.

2. WBFES/1316/06/Bidhan/IT/313/04(365/04). Salk Lake. 2009 for Tower 7 B wing (2 units). 2008 for the construction of additional floors Godrej Waterside.2164/Bm(P) issued on October 13. Salt Lake of double basement. Revised height clearance submitted to Airport Authority of India from 75 m to 82 m dated April 7.B/20/05(25/05) issued by the West Bengal Fire and Emergency Services. 2009 for Tower 7 A wing (2 units). Sanction of building plan from Bidhan Nagar Municipality. 2006. Block 9.13 and 14. CEIG 669 MLS:08-09 2018-22 / 13634-38/5/08-09 issued on April 20. No. Sector V. West Bengal Fire and Emergency Services. 894-2N-145/2006(E). 2007 for transfer of land/built up spaces in favour of prospective IT/ITES company on payment of relevant fee. 23. 2009 Consent for discharge of sewage under the Water Act 1974 from Karnataka State Pollution Control Board No.2 and 7 issued on July 6. Tower 1 A wing (2 units) and Club House Lift Approvals from Chief Electrical Inspector to Government of Karnataka letter No.13 and 14. 2008 based on revised plan for proposed construction of B+G+Mezz+XVIII Storied under Group E-1. 4. Business Building at Premises No. XI-9. 327 . No objection certificate by West Bengal Pollution Control Board granting consent to establish IT Park in EP GP 11. Salt Lake Sector V. 3. Certificate no. Tower 1 B wing (2 units) and Tower 2 A and B(2 units) Approval vide letter No.20. issued on March 7. 24. 2007 Sanction vide letter No. 2006 Provisional Fire NOC No. GBC(1)114/2005 from Karnataka State Fire and Emergency Services for Tower 1. 2009 2. 28929 issued on December 7. Kolkata. CEIG 59 MLS : 09-10 3100-04 / 14179-86/8/09-10 issued on April 29.10. Application Made 1. Kolkata. Lift Approvals from Chief Electrical Inspector to Government of Karnataka vide letter No. ground and eighteen storied tower and another eleven storied tower. 2008 2. Salt lake. 2007 Supply Company (BESCOM) No. no.10. 21. from Nabadiganta Industrial Township Authority on December 24. 22. Certificate No.10. Kolkata 1. XI-9. Godrej Genesis. Sanction plan and grant of permission vide letter no. WBFES/8157/08/Bidhan/-0. 2009 Power Sanction letter from Bangalore Electricity BESCOM(N)/SPV-2/3041-42 issued on June 18. C/BC/PRGN/G/1388A for power supply from West Bengal State Electricity Distribution Corporation Limited on March 25. 824/NDITA/W-5/06 to execute the work at plot no. No objection certificate by West Bengal Pollution Control Board granting consent to establish IT Park in DP 5. 896-2N-04/2006(E). 3. 28928 issued on December 7. No. Application made by Simoco Telecommunications (South Asia) Limited to the West Bengal Electronics Industry Development Corporation Limited on June 19. CFE-EIA/GWE-ABL/EIA-394//2009-10/H 818 issued on August 1.13 and 14 Block EP & GP. 2006 Provisional certificate of no objection granted by the Office of the Director General. Kolkata 1. Government of West Bengal on February 27.

T. Godrej Gold County.5. M-1226/2008 and memo no. 365/2008 and memo No. B. 5. 3.IIPL/NDITA/2009-10 dated April 30. G/MWC/1-150/T. Kolkata 1. issued on December 12.WBFES/5150/09/Bidhan-IT/313/04(365/04) for occupancy of Phase-I(LB+UB+G+XI) storied office building received from West Bengal Fire and Emegency Services dated March 12. The no objection certificate issued was valid for a period of two years and has expired as on February 23. Mutation Certificate No. 2009. 5. 6. Godrej Prakriti. 4. BESCOM/AEE(O)/JE2/05-06/10162 for proposed residential lay out at Bangalore. B. Road. Bangalore Development Authority layout approval No. 2009 Partial no objection certificate vide letter no. KPA/P/P/20/08-09 issued on February 5.B. BDA/NAYOSA/P1-10/595/2006-07 issued on September 6. Mutation certificate from BL and LRO obtained through mutation case No. Application Made 1.AI/3156 in respect of Ward 14. BDA/NOC/PL-40/2005 / 2007-08. 2008 for Mouza Sukchar Parcha from BL & LRO dated May 13. 2008 issued by Bharat Sanchar Nigam Limited for a height of 95. Holding no: 187F/1. 2008 to Happy Highrises Limited. 2006. Application made by letter no. Road issued by Panihati Municipality on March 11./2007-08/21/Vol. No objection certificate from the Bangalore Electricity Supply Company (BESCOM) No. Bangalore 1. BOAP/NOS/P1-40/05-06/996/2007-08 issued on June 5. conv(c) – 500&501/08/2498/L&LR(N) of Mouza Rambhadrabati 2. Height clearance certificate No. M-1/295/BLRO/BKP-II/Sodepur dated May 27. 2007. The Company is in the process of applying for renewal of the no objection certificate. KSPCB/ROBNG(N)/DEO/AEO-2/LAYOUT/INR-149896/2005-06/8637 issued on February 23. 2005. District Commissioner Approval for conversion of land from agricultural to residential No. WBFES/9325/09/Bidhan-IT/313/04(365/04) granting clearance for installation of DG set at lower basement from West Bengal FES dated January 20. 2. Bangalore Development Authority work order approval of drawing and construction No. Release of 60% Residential sites from approved plan from Bangalore Development Authority No. III dated April 26.6 metres above ground level to Happy Highrises Limited. 328 . 2009. 6. 7. Letter No. 2006.T. 2009 on behalf of Infinity to Nabadiganta Industrial Township Authority for completion certificate for Phase-I. 2008. ALN(N)SR 365/04-05 issued on September 23. 2005 Plan Sanction Letter from Bangalore Development Authority No. 3. No objection certificate from Karnataka State Pollution Control Board No. 2008 for Mouza Rambhadrabati Certificate of conversion in case no. 4.

No. Certificate for Conversion of Land Use No. 2008 7. 2009 Environmental clearance vide letter No. Town Planning Authority.V.868208/SDO(B)ZII/IND-70 dated August 31. 6. Godrej Avalon . 7. Nothern Suburban Division for construction of access road with necessary provisions for drainage. 3. 4.III from the Ministry of Environment and Forest dated February 26. conv(c) – 500&501/08/2499/L&LR(N) of Mouza Sukchar Agreement dated September 2.6 M on April 26. Industrial Area. Chandigarh 2. 304/Mulshi/SSP/1496 from Assistant Director. Certificate of conversion in case no. Chandigarh 1. 2009 Consent for establishment from Karnataka State Pollution control Board vide letter No. Chandigarh Industrial Area.I. Pune issued on June 30. 8. 2009 Consent to establish obtained on September 1. 2009 No Objection Certificate No.6. Approval of building plan on July 31. 2009 No Objection Certificate No. MUDA/NOC/BB/896/2008-09 issued on January 7. 2009 with the Executive Engineer. No. 329 . 2008 2. Godrej Genesis. Chandigarh into Commercial activity/Services from the Chandigarh Housing Board issued on November 14. AAI/SR/NOC/RHQ from Airport Authority of India issued on March 26. signage amd markings to the property of Happy Highrise Limited Height Clearance from Bharat Sanchar Nigam Limited for construction upto a height of 95. CHB/CEO/LandUse/2007 of Industrial Site No. MUDA/NOC/VP/896/2006-07 issued on October 18. 2006 Conversion of land use from industrial to partly Residential and partly Commercial by Mangalore Urban Development Authority Order Ref. Pune Approval No. 3. 2009 for construction of commercial complex at plot no. 4. 2009 from Chandigarh Pollution Contorl Committee vide their letter CPCC/RLM/0899/09/1511/58 dated September 1. 70. DE/MWS/BG/S-11/07-08/ I /42 from Bharat Sanchar Nigam Limited issued on September 12.K) 835 / 2008 – 09 / H-6 from Mangalore City Corporation for water supply issued on March 18. Phase-I/Phase-II Chandigarh Scheme-2005”. CEE-MZ/EEE(O)/AEE-3/08-09/0824-27 from Mangalore Electricity Supply Company issued on January 22. 2009 No Objection Certificate No. PCB/73/CNP/09/57 issued on April 21.Mangalore 1. 70. 5. 2004 Godrej Eternia. 2009 vide UT Administration Letter No. Certificate for conversion of land use from agricultural to industrial by Mangalore Urban Development Authority Order Ref. 2007 under the “Chandigarh Conversion of Land Use of Industrial Site into Commercial Activity/Services in Industrial Area. 401/2008 and memo No. M. 2009 No Objection Certificate No. Phase./CR(B. Phase I. 21-360/2008-IA.

GBC (1) 88 /2009 from Karnataka Fire and Emergency Services issued on September 11.N(N. 11. No Objection Certificate No. issued on August 14. 2009 9. 2009 Approval for Greening of Median on S. Roads Network etc from CEO. Gujarat Application made on April 1. 8. AUDA.DS: ALN:SRD (N)177:92-93 dated March 2. 2009 for Traffic Circle/Break in the median on the S. Approval to start Construction of Nursery Landscape. Application made for Township Approval dated January 27. 2009 to Municipal Commissioner. AUDA. 3. 2009 2. 2009 to Ahmedabad CEO. Ahmedabad Application for No objection Certificate from Fire Department of AMC on October 7. 7. National Highway Division dated June 11. 2009 to Municipal Commissioner. Ahmedabad Application for the Construction of Approach Road made in April 1. Highway for Beautification from Executive Engineer. 4.Ahmedabad 1. SEIAA: 254 : CON:2008 from State Level Environment Impact Assessment Authority. Applications made 1. Ahmedabad Approval to start Construction of Nursery. Ahmedabad dated August 29. Uttar Gujarat Vij Company Limited. Bangalore 1. 9.K)S.G. 2009 Grant of final Plot for Godrej Garden City from Senior Town Planner.L. dated June 4. 1994 issued by Special District Commissioner. 5. Ahmedabad dated August 29. 2009 for Environmental Clearance for Proposed Township from The Member Secretary. Gandhinagar. AUDA Application made on September 5. Bangalore Godrej Woodsman Estate Annexe -Bangalore 1. AUDA. Godrej Tumkur Road – II. Convesion of land use from agricultural to commercial use by order No A. Conversion of Land Use from agricultural to commercial by order No. Highway to CEO. AUDA. AMC.8. AUDA. 2009 Grant of final Plot for Godrej Garden City from Senior Town Planner. Landscape. dated June 4. 2008 from Deputy Commissioner Office Godrej Garden City. Mehsana 330 . B. Application made on April 10. AMC. Highway made on September 29. 10. Ahmedabad Application for a break in the median on S.G. 2009 Environmental Clearance No.G.L-02/08-09 issued on July 25. Roads Network etc from Municipal Commissioner. 2009 Application for building approvals for Phase 1 made on August 20. (Roads). 2009 to the Deputy Executive Engineer. 2009 approval from Electrical Power Supply from Chief Engineer. Bangalore District. 2. 6. 2009 to the Chief Fire Officer.

None of the Directors are associated with any entities. at Mumbai. Directors or persons in control of the Company are associated as promoters. Prohibition by SEBI The Company. Promoters. The shareholders have authorised the Issue by a special resolution in accordance with Section 81(1A) of the Companies Act. and • • • 331 . 2005. There are no violations of securities laws committed by them in the past or are pending against them. The Company has a track record of distributable profits in accordance with Section 205 of the Companies Act. of which not more than 50% are held in monetary assets. and The aggregate of the proposed Issue and all previous issues made in the same financial years in terms of the issue size is not expected to exceed five times the pre-Issue net worth of the Company . 2009. have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI. DIPP and notified by RBI by notification no. subject to the approval of shareholders through a special resolution to be passed pursuant to section 81 (1A) of the Companies Act. Promoters and Group Companies have been been identified as wilful defaulters by the RBI or any other governmental authority. 10 million in each of the three preceding full years (of 12 months each). Eligibility for the Issue The Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI Regulations as explained under the eligibility criteria calculated in accordance with financial statements under Indian GAAP: • The Company has net tangible assets of at least Rs. 2000’. The companies. FEMA 20/2000-RB dated May 3. Promoter Group entities and Group Companies and natural persons behind the Promoters which are body corporates. with which Promoter. directors or persons in control have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI. Directors. The Company has a net worth of at least Rs. 2009. it is provided that FII investments in any pre-ipo placement would be treated on par with FDI and will have to comply with the guidelines for such FDI in terms of lock-in period and other conditions prescribed vide Press Note 2 (2005 series) issued by Ministry of Commerce & Industry.OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The issue of Equity Shares in the Issue by the Company has been authorized by the resolution of the Board of Directors passed at their meeting held on July 27. 2008 has clarified that ‘FIIs may subscribe to the proposed IPO of your company under the portfolio investment scheme (PIS) in terms of Regulation 1(5) of schedule 2 to RBI Notification No. 2008 and March 19. 136/2005-RB dated July 19. However. passed at the Extra-Ordinary General Meeting of the Company held on September 30. which are engaged in securities market related business and are registered with SEBI for the same. Prohibition by RBI Neither the Company. The RBI by its letters dated January 25. for at least three of the immediately preceding five years. 30 million in each of the preceding three full years (of 12 months each).

78 2. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.000.42 415.95 463.04 149. THE GLOBAL CO- 332 .64 63. if any. Further.85 2.21 147.000. The Issue size.98 41.07 2. ‘Net worth’ has been defined as the aggregate of equity share capital and reserves. 1.977. (4) Monetary assets comprise of cash and bank balances and public deposit accounts with the Government.000 Equity Shares (excluding reservations. millions) Fiscal 2005 105.26 446. which is the Issue Price multiplied by the number of Equity Shares offered to the public. if any.30 412.54 465. net tangible assets and monetary assets derived from the Auditor’s Report included in this Draft Red Herring Prospectus as at.34 4.96 2.982.86 32. 2009 IN FORCE FOR THE TIME BEING. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT. as the Issue size is proposed to be more than 10% and less than 25%. Further.407.78 10. THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS AND THE BOOK RUNNING LEAD MANAGERS HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS.58 450. dividend. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS.• The Company has not changed its name in the last fiscal year. firm Allotments and promoters contribution) are offered to the public. In case of delay.36 ‘Distributable profits’ have been defined in terms of Section 205 of the Companies Act.66 Fiscal 2007 364. BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. otherwise the entire application money will be refunded forthwith. and The Issue is made through the Book Building method with 60% of the Issue size allocated to QIBs as specified by SEBI DISCLAIMER CLAUSE OF SEBI AS REQUIRED. the Issue is subject to the fulfillment of the following conditions as required by Rule 19(2)(b) SCRR: • • • A minimum 2.44 2.411. is a minimum of Rs. in refund the Company shall pay interest on the application money at the rate of 15% per annum for the period of delay.12 Particulars Distributable Profits(1) Net Worth(2) Net Tangible assets(3) Monetary assets(4) Monetary assets as a percentage of the net tangible assets (1) (2) Fiscal 2009 927. we shall ensure that the number of prospective allottees to whom the Equity Shares will be allotted shall not be less than 1. (3) ‘Net tangible assets’ means the sum of all net assets of the Company excluding intangible assets as defined in Accounting Standard 26 issued by Institute of Chartered Accountants of India. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. The Company’s net profit. and for the last five years ended Fiscal 2009 are set forth below: (In Rs. ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS.000 million. net worth. IN ANY WAY.93 Fiscal 2006 184. excluding preference share redemption reserve and miscellaneous expenditures. A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI.57 133.68 29.95 Fiscal 2008 729.

AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE. PATENT DISPUTES. THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH. (B) (C) 3. 2. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS GUIDELINES. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. ETC. WE CONFIRM THAT: (A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS. 5. INSTRUCTIONS. 333 . A DUE DILIGENCE CERTIFICATE DATED OCTOBER 22. 1956. ITS DIRECTORS AND OTHER OFFICERS. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. WE CONFIRM THAT BESIDES OURSELVES. MATERIALS AND PAPERS RELEVANT TO THE ISSUE. 2009 WHICH READS AS FOLLOWS: WE.ORDINATORS AND BOOK RUNNING LEAD MANAGERS AND THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE. THE LEAD MERCHANT BANKER(S) TO THE ABOVE MENTIONED FORTHCOMING ISSUE. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE. PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER. STATE AND CONFIRM AS FOLLOWS: 1. THE THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS AND THE BOOK RUNNING LEAD MANAGERS. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES. DISPUTES WITH COLLABORATORS. ETC. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER. 4. 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS. THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID. HAVE FURNISHED TO SEBI. FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT. FRAMED/ISSUED BY THE BOARD. OTHER AGENCIES. AND THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE.

ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND 12. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. 9. 8. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. NOTED FOR COMPLIANCE. 334 . HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS/DRAFT PROSPECTUS. 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH.6. 2009. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. NOT APPLICABLE. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE. NOT APPLICABLE. HENCE UNDER SECTION 68B OF THE COMPANIES ACT. 1956. WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION. 10 CRORES. 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. IN OUR VIEW. 7. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. 10. 11. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS: (A) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME. 2009 SHALL BE COMPLIED WITH. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. THE EQUITY SHARES ARE TO BE ISSUED IN DEMAT ONLY. AS THE OFFER SIZE IS MORE THAN RS. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS.

the GCBRLMs and the BRLM accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at the Company’s instance and anyone placing reliance on any other source of information. Neither the Company nor the Syndicate is liable for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. however. rules. PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS. The filing of the Draft Red Herring Prospectus does not.(B) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME. with the Global Co-ordinators and Book Running Lead Managers and the Book Running Lead Managers. 14. The GCBRLMs and the BRLM accept no responsibility. the GCBRLMs and the BRLMs to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations. including the Company’s web site www. SITUATION AT WHICH THE PROPOSED BUSINESS STANDS. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER. THE STATUS OF COMPLIANCE. agents.com. 60 and 60B of the Companiues Act. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. the BRLMs and the Company and the Underwriting Agreement to be entered into between the Underwriter and the Company. Maharashtra in terms of Section 60B of the Companiues Act. Caution . All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with the Registrar of Companies. the GCBRLMs and the BRLM The Company. PROMOTERS EXPERIENCE. regulations. would be doing so at his or her own risk. any irregularities or lapses in the Draft Red Herring Prospectus. officers. ETC. 2009 WHILE MAKING THE ISSUE. and representatives that they are eligible under all applicable laws. at bidding centres or elsewhere. ITS TEXT. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. Maharashtra in terms of Sections 56. Investors that bid in the Issue will be required to confirm and will be deemed to have represented to the Company. 2009. 13. IF ANY. All information shall be made available by the Company. affiliates. absolve the Company from any liabilities under Section 63 or Section 68 of the Companies Act or from the requirement of obtaining such statutory and/or other clearances as may be required for the purpose of the proposed Issue. THE RISK FACTORS.Disclaimer from the Company.godrejproperties. CONTAINING DETAILS SUCH AS THE REGULATION NUMBER. 15. the Directors. All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring Prospectus with the Registrar of Companies. in research or sales reports. SEBI further reserves the right to take up at any point of time. save to the limited extent as provided in the MoU entered into between the GCBRLMs. guidelines and approvals to acquire Equity Shares 335 . the Underwriter and their respective directors.

regulations. commercial banks. except in compliance with the applicable laws of such jurisdiction. the Equity Shares represented thereby may not be offered or sold. The Disclaimer Clause as intimated by BSE to the Company. the Equity Shares are only being offered and sold (i) in the United States to “qualified institutional buyers”. and to observe. Accordingly. persons” (as defined in Regulation S under the Securities Act). FVCIs. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to. under any circumstances. multilateral and bilateral development financial institutions). post scrutiny of this Draft Red Herring Prospectus. except that this Draft Red Herring Prospectus has been filed with SEBI for its observations and SEBI shall give its observations in due course. 336 . Accordingly. a copy of the Draft Red Herring Prospectus had been submitted to BSE. shall be included in the Red Herring Prospectus prior to the RoC filing. affiliates. Indian Mutual Funds registered with SEBI. a copy of the Draft Red Herring Prospectus had been submitted to NSE. and (ii) outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act. sell. taken to permit a public offering in any jurisdiction where action would be required for that purpose. directly or indirectly. any such restrictions. in any jurisdiction. Disclaimer Clause of BSE As required. or transfer the Equity Shares of the Company to any person who is not eligible under any applicable laws. except in accordance with the legal requirements applicable in such jurisdiction. “U. and this Draft Red Herring Prospectus may not be distributed. Disclaimer in respect of Jurisdiction This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are not minors. create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold. eligible NRIs and other eligible foreign investors (viz. companies.S. The Disclaimer Clause as intimated by NSE to the Company. and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of the Company. pledge. as defined in Rule 144A of the Securities Act in reliance on Rule 144A under the Securities Act. shall be included in the Red Herring Prospectus prior to the RoC filing. guidelines and approvals to acquire Equity Shares of the Company. or for the account or benefit of. Disclaimer Clause of the NSE As required.of the Company and will not Issue. or in a transaction not subject to. the registration requirements of the Securities Act. permitted insurance companies and pension funds) and to FIIs. No action has been. and Bids may not be made by persons in any such jurisdiction. rules. regional rural banks. the Underwriter and their respective directors. co-operative banks (subject to RBI permission). The Company. except pursuant to an exemption from. however. Indian financial institutions. HUFs. agents. This Draft Red Herring Prospectus does not. corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares. post scrutiny of this Draft Red Herring Prospectus. constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only. officers. or will be. or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about. The Equity Shares have not been and will not be registered. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall.

If such money is not repaid within 8 days after the Company becomes liable to repay it. Bandra (East). Chartered Accountants. whichever is earlier. Listing Applications will made to the BSE and NSE for permission to deal in and for an official quotation of the Equity Shares. Consents Consents in writing of: (a) the Directors. If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the Stock Exchanges mentioned above.’G’ Block. the Syndicate Members. Mumbai 400051. then the Company and every Director of the Company who is an officer in default shall. In accordance with the Companies Act.a. being the lenders of our Company and the architect who has been named as an expert in this Draft Red Herring Prospectus. have been obtained and would be filed along with a copy of the Red Herring Prospectus with the ROC as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Draft Red Herring Prospectus for registration with the ROC. Marine Drive. 100.e. Mumbai 400 002. the Escrow Collection Banks and the Registrar to the Issue to act in their respective capacities and consents of banks and financial institutions. Patki Architects Private Limited in relation to the Land Reserves of our Company. the legal advisors. P. Kalyaniwalla & Mistry. i. 337 . the Lenders. the Bankers to the Issue. Everest 5th Floor. and Architect’s certificate dated October 20. without interest. the auditors. G.C4-A. A copy of the Red Herring Prospectus. be liable to repay the money. all moneys received from the applicants in pursuance of this Draft Red Herring Prospectus. and (b) the Global Co-ordinators and Book Running Lead Managers and the Book Running Lead Manager. 2009. with interest at the rate of 15% p. from the date of refusal or within 7 days from the Bid/Issue Closing Date. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. the Company Secretary and Compliance Officer. Plot No. The architect’s certificate has been provided as a material document in the section titled “Material Contracts and Documents for Inspection” on page 409 of this Draft Red Herring Prospectus. would be delivered for registration to the ROC and a copy of the Prospectus to be filed under Section 60 of the Companies Act would be delivered for registration with ROC at the Office of the Registrar of Companies. The Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above are taken within 7 working days of finalisation of the Basis of Allotment for the Issue.Filing A copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department. on application money. 2009 provided by M/s. as prescribed under Section 73 of the Companies Act. 1956 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation. M/s. Expert Opinion Except for the following the Company has not obtained any expert opinions: (v) (vi) the report of [●] in respect of the IPO grading of this Issue annexed herewith. Bandra Kurla Complex. on and from such expiry of 8 days. the Company will forthwith repay. the Company’s Statutory Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in the Draft Red Herring Prospectus and such consent and report has not been withdrawn up to the time of delivery of the Draft Red Herring Prospectus for registration with the ROC. along with the documents required to be filed under Section 60B of the Companies Act.

a copy of which is available for inspection at the registered office of the Company located at Godrej Bhavan. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery. a copy of which is available for inspection at the registered office of the Company. data entry. among others. million) [•] [●] [•] [•] [•] [•] [•] Percentage of the Issue Expenses* [•] [●] [•] [•] [•] [•] [•] Percentage of the Issue Size* [•] [●] [•] [•] [•] [•] [•] Lead management. printing of CAN/refund order. legal fees. Adequate funds will be provided to the Registrar to the Issue to enable it to send refund orders or allotment advice by registered post/speed post/under certificate of posting. Previous issues of Equity Shares otherwise than for cash Except as stated in the section entitled “Capital Structure” on page 26 of this Draft Red Herring Prospectus and “History and Corporate Matters” on page 114 of this Draft Red Herring Prospectus. Fees Payable to the Registrar to the Issue The fees payable to the Registrar to the Issue for processing of application. Fees Payable to the Global Co-ordinators and Book Running Lead Managers. selling commission. Underwriting and Selling Commission SCSB Commission Advertising and marketing expense Printing and stationery (including courier. statutory advertisement expenses and listing fees. printing of bulk mailing register will be as per the Memorandum of Understanding signed with the Company. printing and distribution expenses. Fort. 4A.Issue Related Expenses The expenses of this Issue include. no sum has been paid or has been payable as commission 338 . 4th Floor. Mumbai – 400 001. postage. the Book Running Lead Managers. and Syndicate Members The total fees payable to the GCBRLMs. listing costs etc. Commission and Brokerage paid on Previous Issues of the Equity Shares Since this is the initial public issue of Equity Shares. transportation charges) Others (Registrar’s fees. preparation of refund data on magnetic tape. Particulars regarding Public or Rights Issues during the Last Five Years We have not made any public or rights issues during the last five years.) Fees paid to rating agency Total * Will be incorporated after finalisation of the Issue Price. Home Street. the Company has not issued any Equity Shares for consideration otherwise than for cash. underwriting and management fees. stamp duty and communication expenses. The estimated expenses of the Issue are as follows: Activity Expense* (in Rs. legal fees. BRLMs and the Syndicate Member (including underwriting commission and selling commission) will be as stated in the Engagement Letter with the GCBRLMs and the BRLMs. The listing fee and all expenses with respect to the Issue will be borne by us.

Investment in a joint venture.e.440 equity shares of the face value of Re.000.000 equity shares at a premium of Rs.40 million. The issue closed on February 2. 3. 1 each at a premium of Rs. Godrej Consumer Products Limited Godrej Consumer Products Limited had in the year 2008 undertaken a rights issue of 32. and iv) The listing of the company’s equity shares on the stock exchanges.968. The proceeds of the issue were applied for the objects of the issue as disclosed in the prospectus for the issue. Hinjewadi. The objects of the rights issue were as follows: i) ii) Funding of capital expenditure.263. ii) Normal capital expenditure in the nature of upgradation of hardware/software. Geometric Limited has not made any projections in its prospectus at the time of its initial public offer. Promise vis-à-vis objects – Public/ Rights Issue of the Company and/ or listed group companies.073 equity shares of Rs. The issue closed on April 30. The objects of the issue were as follows: i) ii) To improve the debt equity mix of the company by part repayment of borrowings which would also reduce the interest burden. 10 each for cash at a premium of Rs. 122 per equity share aggregating Rs. 339 .263. 290 per share (offer price of Rs.or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since the Company’s inception. Previous capital issue during the previous three years by listed group companies. The company issued 12. 1 each at a premium of Rs. 2008. subsidiaries and associates of the Company Geometric Limited In the fiscal year 1999-2000 Geometric Limited has undertaken an initial public offering of 310. iii) The expenses of the issue. 2000.84 million to its existing shareholders on rights basis in the ratio of three shares for every four shares held as on the record date i.158. 2000.316 equity shares pursuant to the rights issue. Wadala Commodities Limited has utilised the proceeds arising out of the rights issue for the aboementioned objects. Wadala Commodities Limited Wadala Commodities Limited had undertaken a rights issue of its equity shares during fiscal year 2000.232. 93 million and an offer for sale by existing members of 1. 122 per equity share aggregating Rs. 300) aggregating Rs. Godrej Consumer Products Limited had in the year 2008 undertaken a rights issue of 32. The objects of the issue were: i) The establishment of software development facilities at Pune Information Technology Park. 300) aggregating Rs. January 6. subsidiaries and associates of the Company Geometric Limited and Wadala Commodities have undertaken any capityal issue during the previous three years.8 per equity share aggregating to Rs. 10 each for cash at a premium of Rs.440 equity shares of the face value of Re.40 million. 3. near Pune in Maharashtra.968. The issue closed on March 4. and To cover the rights issue expenses. Godrej Consumer Products Limited has allotted 32. 2000. 300 million. 290 per equity share (Issue price of Rs.000 equity shares of Rs. 218.

the Company will seek to redress these complaints as expeditiously as possible. The Company has appointed Mr. Outstanding Debentures or Bonds The Company does not have any outstanding debentures or bonds as of the date of filing this Draft Red Herring Prospectus. Depository Participant. All grievances relating to the Issue may be addressed to the Registrar to the Issue. address of the applicant. application number. Disposal of Investor Grievances by the Company The Company estimates that the average time required by the Company or the Registrar to the Issue or the SCSB in case of ASBA Bidders for the redressal of routine investor grievances shall be ten working days from the date of receipt of the complaint. He can be contacted at the following address: Godrej Properties Limited Godrej Bhavan 4th Floor. Company Secretary as the Compliance Officer and he may be contacted in case of any pre-Issue or post-Issue-related problems. Investment in a subsidiary. Financing the acquisition of Kinky Group (Pty) Limited. number of Equity Shares applied for. Mechanism for Redressal of Investor Grievances The Memorandum of Understanding between the Registrar to the Issue. giving full details such as name. number of Equity Shares applied for. All grievances relating to the ASBA process may be addressed to the SCSB. Shodhan A. and the bank branch or collection centre where the application was submitted. application number.com 340 . refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances. amount paid on application and the Designated Branch or the collection centre of the SCSB where the ASBA Bid cum Application Form was submitted by the ASBA Bidders. Godrej Netherlands. Stock Market Data of our Equity Shares This being an initial public issue of the Company. 4A Home Street. Fort Mumbai – 400 001 Email: secretarial@godrej properties. Outstanding Preference Shares The Company does not have any outstanding preference shares other than those mentioned in the section entitled “Capital Structure” beginning on page 26 in this Draft Red Herring Prospectus. In case of non-routine complaints and complaints where external agencies are involved. demat credit. amount paid on application. address of the applicant. giving full details such as name.iii) iv) v) vi) Repayment of certain debt. and the Company will provide for retention of records with the Registrar to the Issue for a period of at least six months from the last date of dispatch of letters of allotment. Kembhavi. and To cover the issue expenses. the Equity Shares are not listed on any stock exchange.

341 .Changes in Auditors The name of our auditors has changed from Klayaniwalla Mistry & Associates to Kalyaniwalla & Mistry. we have not capitalised our reserves or profits at any time during the last five years. Capitalisation of Reserves or Profits Except as disclosed in this Draft Red Herring Prospectus. Apart from there has been no change in our auditors in the last three years.

The Anchor Investor Issue Price is Rs. RoC. At any given point of time there shall be only one denomination for the Equity Shares. Right to receive surplus on liquidation. Right to attend general meetings and exercise voting powers. For further details. the terms of the listing agreement executed with the Stock Exchanges. Ranking of Equity Shares The Equity Shares being issued shall be subject to the provisions of our Memorandum and Articles of Association and shall rank pari-passu with the existing Equity Shares of the Company including rights in respect of dividend. notifications and regulations relating to the issue of capital and listing of securities issued from time to time by SEBI. [•] per Equity Share. RBI and/or other authorities. Right of free transferability. if any. The Allotees in receipt of Allotment of Equity Shares under this Issue will be entitled to dividends and other corporate benefits. the equity shareholders shall have the following rights: • • • • • • • Right to receive dividend.SECTION VII: ISSUE RELATED INFORMATION TERMS OF THE ISSUE The Equity Shares being issued are subject to the provisions of the Companies Act. the terms of this Draft Red Herring Prospectus. and Such other rights. Bid cum Application Form. 10 each and the Issue Price is Rs. the Government of India. The Equity Shares shall also be subject to laws. [●] per Equity Share. please see “Main Provisions of the Articles of Association” on page 392 of this Draft Red Herring Prospectus. Face Value and Issue Price The face value of the Equity Shares is Rs. Rights of the Equity Shareholder Subject to applicable laws. Mode of Payment of Dividend We shall pay dividends to our shareholders in accordance with the provisions of the Companies Act. and the Company’s Memorandum and Articles. as in force on the date of the Issue and to the extent applicable. the Red Herring Prospectus and the Prospectus. Right to vote on a poll either in person or by proxy. Stock Exchanges. if declared. the CAN and other terms and conditions as may be incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the Issue. if announced. declared by the Company after the date of Allotment. Compliance with SEBI Regulations We shall comply with all disclosure and accounting norms as specified by SEBI from time to time. our Memorandum and Articles. unless prohibited by law. 342 . Right to receive offers for rights shares and be allotted bonus shares. guidelines. the Revision Form. as may be available to a shareholder of a listed public company under the Companies Act.

shall vest. elect either: • • To register himself or herself as the holder of the Equity Shares. Allotment in this Issue will be only in electronic form in multiples of one (1) Equity Share subject to a minimum Allotment of [•] Equity Shares. Nominations registered with respective depository participant of the applicant would prevail. Nomination Facility to Investor In accordance with Section 109A of the Companies Act. Since trading of our Equity Shares is in dematerialised form. the Equity Shares allotted. the holder(s) may make a nomination to appoint. the sole or first Bidder. in the event of the death of sole Bidder or in case of joint Bidders. bonuses or other moneys payable in respect of the Equity Shares. as the deceased holder could have made. the tradable lot is one Equity Share. entitled to the Equity Shares by reason of the death of the original holder(s). Jurisdiction Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai. In accordance with Section 109B of the Companies Act. any person to become entitled to Equity Share(s) in the event of his or her death during the minority. shall in accordance with Section 109A of the Companies Act. in the prescribed manner. Fresh nomination can be made only on the prescribed form available on request at the Registered Office/ Corporate Office of the Company or to the Registrar and Transfer Agents of the Company. The Price Band and the minimum Bid Lot size for the Issue will be decided by the Company in consultation with the GCBRLMs and the BRLMs and advertised in [●] edition of [●] in the English language. the Board may thereafter withhold payment of all dividends. may nominate any one person in whom. Further. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. 343 . they are requested to inform their respective depository participant. any Person who becomes a nominee by virtue of Section 109A of the Companies Act. A buyer will be entitled to make a fresh nomination in the manner prescribed. A person. if any. please refer to the section titled “Main Provisions of the Articles of Association” on page 392 of this Draft Red Herring Prospectus. or To make such transfer of the Equity Shares. and if the notice is not complied with within a period of ninety days. dividend. Since the Allotment of Equity Shares in the Issue will be made only in dematerialised form.For a detailed description of the main provisions of our Articles relating to voting rights. the Equity Shares shall be allotted only in dematerialised form. Where the nominee is a minor. the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares. Market Lot and Trading Lot In terms of Section 68B of the Companies Act. there is no need to make a separate nomination with the Company. forfeiture and lien and/or consolidation/splitting. [●] edition of [●] in the Hindi language and [●] edition of [●] in the Marathi language at least two days prior to the Bid/ Issue Opening Date. the trading of our Equity Shares shall only be in dematerialised form. being a nominee. death of all the Bidders. If the investors require changing their nomination. along with other joint Bidders. as the case may be. shall upon the production of such evidence as may be required by the Board. As per the SEBI Regulations. be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). until the requirements of the notice have been complied with.

Restriction on transfer of shares Except for lock-in of the pre-Issue Equity Shares and Promoters’ minimum contribution in the Issue as detailed in the section entitled “Capital Structure” on page 26 of this Draft Red Herring Prospectus. the Company shall pay interest prescribed under Section 73 of the Companies Act. and Bids may not be made by persons in any such jurisdiction. There are no restrictions on transfers of debentures except as provided in our Articles. including devolvement of underwriters within 60 days from the Bid/Issue Closing Date. we shall ensure that the number of prospective allotees to whom Equity Shares will be allotted shall not be less than 1.Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Issue. and except as provided in our Articles. 344 . The Equity Shares have not been and will not be registered.000. there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of shares/ debentures and on their consolidation/ splitting except as provided in our Articles. If at least 60% of the Issue cannot be allocated to QIBs. Arrangement for disposal of Odd Lots There are no arrangements for disposal of odd lots. listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold. If there is a delay beyond eight (8) days after the Company becomes liable to pay the amount. then the entire application money will be refunded forthwith. Please see the section entitled “Main Provisions of our Articles of Association” on page 392 of this Draft Red Herring Prospectus. Further. the Company shall forthwith refund the entire subscription amount received.

893 Equity Shares shall be allocated on a proportionate basis to Mutual Funds. subject to applicable limits.975 Equity Shares available for allocation or Issue less allocation to QIB Bidders and Retail Individual Bidders. Such number of Equity Shares that the Bid Amount exceeds Rs. of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. Proportionate as follows: (a) 282. If the Pre-IPO Placement is completed. 100. 100. Compulsorily in dematerialised form. The Company will complete the issuance. Not less than 30% of the Issue or the Issue less allocation to QIB Bidders and NonInstitutional Bidders.657. subject to a minimum Issue size of 10% of the post Issue capital being offered to the public The Issue is being made through the 100% Book Building Process. Retail Individual Bidders Not less than 2.000 and in multiples of [•] Equity Shares thereafter.750 Equity Shares with certain investors (“Pre-IPO Placement”). if any.957 Equity Shares shall be allotted on a proportionate basis to all QIBs including Mutual Funds receiving allocation as per (a) above. Compulsorily dematerialised form. in Proportionate Proportionate Such number of Equity Shares that the Bid Amount exceeds Rs.5% of the post-issue paid-up capital of the Company. Such number of Equity Shares not exceeding the Issue subject to applicable limits.828.444. Such number of Equity Shares not exceeding the Issue. Mode of Allotment 345 .ISSUE STRUCTURE Issue of 9. in [•] Equity Shares Such number of Equity Shares whereby the Bid Amount does not exceed Rs. [●] million.000 and in multiples of [•] Equity Shares thereafter.429. [●] per Equity Share) aggregating to Rs. The Company is considering a pre-IPO placement of up to 2. 100. Not less than 10% of Issue or the Issue less allocation to QIB Bidders and Retail Individual Bidders. QIBs# Number of Equity Shares* At least 5.925 Equity Shares available for allocation or Issue less allocation to QIB Bidders and NonInstitutional Bidders. [●] per Equity Share (including share premium of Rs.374. The Issue will constitute 13. Compulsorily dematerialised form.750 Equity Shares for cash at a price of Rs.000. and (b) 5. up to 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation proportionately to Mutual Funds only.850 Equity Shares Non-Institutional Bidders Not less than 942. Percentage of Issue Size available for Allotment/allocation Basis Allotment/Allocation respective category oversubscribed of if is Minimum Bid Maximum Bid At least 60% of the Issue Size being allocated. The Pre-IPO Placement is at the discretion of the Company. However. then the Issue size offered to the public will be reduced to the extent of such Pre-IPO Placement.

and National Investment Fund. corporate bodies.## Full Bid Amount on bidding 346 . companies. provident funds (subject to applicable law) with minimum corpus of Rs. scientific institutions societies and trusts. [●] Equity Shares and in multiples of 1 Equity Share thereafter One Equity Share Public financial institutions as specified in Section 4A of the Companies Act. 250 million in accordance with applicable law. [●] Equity Shares and in multiples of 1 Equity Share thereafter One Equity Share Resident Indian individuals. HUF (in the name of Karta). foreign venture capital investors registered with SEBI. scheduled commercial banks. multilateral and bilateral development financial institutions. state industrial development corporations. 250 million. venture capital funds registered with SEBI. Retail Individual Bidders [●] Equity Shares and in multiples of [●] Equity Shares thereafter.*** Up to 10% of Bid Amount Amount shall be payable at the time of submission of Bid cum Application Form.QIBs# Non-Institutional Bidders [●] Equity Shares and in multiples of [●] Equity Shares thereafter. sub-accounts of FIIs registered with SEBI. pension funds with minimum corpus of Rs. mutual funds registered with SEBI. which are foreign corporates or foreign individuals. insurance companies registered with Insurance Regulatory and Development Authority. Margin Amount shall be payable at the time of submission of Bid cum Application Form to the Syndicate Members. FIIs and sub-accounts registered with SEBI. other than a sub-account which is a foreign corporate or foreign individual. Full Bid Amount on bidding Amount shall be payable at the time of submission of Bid cum Application Form. Eligible NRIs. [●] Equity Shares and in multiples of 1 Equity Share thereafter One Equity Share Resident Indian individuals. Eligible NRIs and HUF (in the name of Karta) Bid Lot Allotment Lot Trading Lot Who can Apply ** Terms of Payment Margin Amount [●] Equity Shares and in multiples of [●] Equity Shares thereafter.

For further details. the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. in which the pre-Issue advertisements were published. if the aggregate demand from Mutual Funds is less than 282. 100.000. in consultation with the GCBRLMs and the BRLMs. subject to valid Bids being received at or above the Issue Price. in consultation with the BRLMs.m. 100. within two days of the Bid/ Issue Closing Date.The Anchor Investor Bid/ Issue Period shall be one day prior to the Bid/ Issue Opening Date. The Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. if any.m. out of the QIB Portion (excluding the Anchor Investor Portion). *** Withdrawal of the Issue The Company.m. However. in case of Bids by QIB Bidders and Non-Institutional Bidders where the Bid Amount is in excess of Rs. Subject to valid Bids being received at or above the Issue Price. the SCSB shall be authorised to block such funds in the bank account of the ASBA Bidder that are specified in the ASBA Bid cum Application Form. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds. In accordance with Rule 19(2)(b) of the SCRR. Further.00 p.m. In such an event the Company would issue a public notice in the newspapers. ## * ** In case the Bid cum Application Form is submitted in joint names. if any. then the entire application money will be refunded forthwith. in case of Bids by Retail Individual Bidders. subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors. this being an Issue for less than 25% of the post–Issue capital. may be called for from the QIB Bidders. Under-subscription. reserves the right not to proceed with the Issue anytime after the Bid/Issue Opening Date but before the Allotment of Equity Shares. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds. If at least 60% of the Issue cannot be allocated to QIBs. not less than 10% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue will be available for allocation on a proportionate basis to Retail Individual Bidders. the Bidders should ensure that the demat account is also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form. providing reasons for not proceeding with the Issue. (Indian Standard Time) during the Bidding/ Issue Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form. Bid/ Issue Programme BID/ISSUE OPENS ON BID/ISSUE CLOSES ON * [●]. in any category except in the QIB category would be met with spill-over from other categories at sole discretion of the Company. the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue will be allocated on a proportionate basis to QIBs. Any