MIRA INFORM REPORT

Report Date :

06.09.2013

IDENTIFICATION DETAILS

Name :	GODREJ AND BOYCE MANUFACTURING COMPANY LIMITED
Registered Office :	Pirojsha nagar, Vikhroli, Mumbai – 400079, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	03.03.1932
Com. Reg. No.:	11-001828
Capital Investment / Paid-up Capital :	Rs. 66.291 Millions
CIN No.: [Company Identification No.]	U28993MH1932PLC001828
TAN No.: [Tax Deduction & Collection Account No.]	MUMG00108D MUMG06742B MUMG05774G
PAN No.: [Permanent Account No.]	AAACG1395D
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturing and Marketing of Consumer Durables, Office Equipments and Industrial Products.
No. of Employees :	10000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (67)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 92000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exists
Comments :	Subject is a well established and a reputed Godrej group company having fine track record. It is reported that Mr. J N Godrej, chairman of the board of directors and the managing directors of the company was conferred the “Padma Bhushan” award in recognition of his distinguished service of high order to the nation in the field of trade and economic activity. Financial position of the company appears to be sound. Trade relations are reported as fair. Directors are reported to be experienced and respectable businessmen. Payments are regular and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	AA- (Long Term Rating)
Rating Explanation	High degree of safety it carry very low credit risk.
Date	10.10.2012

Rating Agency Name	CRISIL
Rating	A1+ (Short Term Rating)
Rating Explanation	Very strong degree of safety it carry very low credit risk.
Date	10.10.2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office/ Head Office/ Factory 1 :	Pirojsha Nagar, Vikhroli, Mumbai - 400079, Maharashtra, India
Tel. No.:	91-22-67961300/ 67965106/ 67965656/ 67965959
Mobile No.;	91-9545553955 (Mr. V.V.V. Shivdas)
Fax No.:	91-22-67961518/ 67961509
E-Mail :	info@godrej.com mumbaibr@godrej.com kap@godrej.com pef@godrej.com
Website :	www.godrej.com www.new.godrej.com
Location :	Owned
Factory 2 :	Apollo Square Building, Plot No. 60, Sahaney Sujan Park, Lullanagar, Pune - 411 040, Maharashtra, India
Branch Office :	Located at: · Mumbai · Ahmedabad · Bangalore · Bhopal · Bhubaneshwar · Kolkata · Chandigarh · Kochi · Coimbatore · Faridabad · Ghaziabad · Guwahati · Hyderabad · Indore · Jabalpur · Jaipur · Jamshedpur · Kanpur · Lucknow · Chennai · New Delhi · Patna · Pune · Rajkot · Surat · Trivandrum · Vishakhapatnam

DIRECTORS

As on 27.09.2012

Name :	Mr. Jamshyd Naoroji Godrej
Designation :	Chairman and Managing Director
Address :	40-D, B.G. Kher Marg, Malabar Hill, Mumbai - 400 006, Maharashtra, India
Date of Birth :	24.01.1949
Qualification :	B.S., (Mech. Engg.) (Illinois Institute of Technology, Chicago)
Date of Appointment :	01.04.2011
Voter ID No.:	MT/04/024/099982
DIN No.:	00076250
Name :	Mr. Ardeshir Burjorji Godrej
Designation :	Director
Address :	Godrej House, 67H, Walkeshwar Road, Opposite Birla Public School, Mumbai – 400 006, Maharashtra, India
Date of Birth :	03.04.1942
Qualification :	B.S., M.S. (Engg. and Indl. Mgmt.) (MIT, USA)
Date of Appointment :	30.04.1973
Voter ID No.:	MT/04/024/273279
DIN No.:	00065964
Name :	Mr. Nadir Burjorji Godrej
Designation :	Director
Address :	40-D, B.G. Kher Marg, Malabar Hill, Mumbai – 400 006, Maharashtra, India
Date of Birth :	26.08.1951
Qualification :	B.S. (Chem. Engg) (MIT, USA); M.S. (Chem. Engg.) (Stanford, USA) M.B.A. (Harvard, USA)
Date of Appointment :	27.09.1990
Voter ID No.:	MT/04/024/099721
DIN No.:	00066195
Name :	Mr. Vijay Mohan Crishna
Designation :	Whole-time director
Address :	A-261, Grand parade Apts. Off August Kranti Marg, Mumbai – 400026, Maharashtra, India.
Date of Birth :	08.03.1945
Qualification :	B.A. (Economics) (Hons.)
Date of Appointment :	01.04.2011
Voter ID No.:	MT/04/024/009615
DIN No.:	00066267
Name :	Mr. Kavas Noshirwan Petigara
Designation :	Director
Address :	801, Citadel, 18-B, Ruparel Marg, Maharashtra, Mumbai – 400 006, Maharashtra, India
Date of Birth :	10.07.1948
Qualification :	B.S, S.M. (Ch.E.) (MIT, USA)
Date of Appointment :	29.09.1988
Voter ID No.:	MT/04/024/108029
DIN No.:	00066162
Name :	Mr. Phiroze Dinshaw Lam
Designation :	Whole-time director
Address :	21/23 Mistry Park, 77 B Desai Road, Mumbai – 400 036, Maharashtra, India
Date of Birth :	06.03.1945
Qualification :	B.A., LLB, Solicitor
Date of Appointment :	01.04.2011
Voter ID No.:	MT/04/024/240827
DIN No.:	00066218
Name :	Mr. Kyamas Ardeshir Palia
Designation :	Whole-time director
Address :	7C, Wadia Street, Tardeo, Mumbai – 400 034, Maharashtra, India
Date of Birth :	22.11.1945
Qualification :	M.Com., D.M.A., FCA, FICWA, Ph.D. (USA)
Date of Appointment :	01.04.2011
Voter ID No.:	MT/04/024/465963
DIN No.:	00281971
Name :	Mr. Pradip Panalal Shah
Designation :	Director
Address :	72-A, Embassy Apartments, 46 Napean Sea Road, Mumbai – 400 006, Maharashtra, India
Date of Birth :	07.01.1953
Qualification :	B.Com., C.A., ICWA, M.B.A. (Harvard, USA)
Date of Appointment :	10.08.2004
Voter ID No.:	JRW 1344530
DIN No.:	00066242
Name :	Mrs. Anita Ramchandran
Designation :	Director
Address :	2401-2402, ‘A’ Wing, Raheja Atlantis, Ganpatrao Kada, M Marg, Worli Naka, Mumbai-400018, Maharashtra, India
Date of Birth :	28.04.1955
Qualification :	B.Com., M.B.A.
Date of Appointment :	10.09.2007
DIN No.:	00118188
Name :	Mr. Anil Kumar Verma
Designation :	Whole time Director
Address :	902-B, Fantasia, Raheja garden, LBS Road, Thane – 400 604, Maharashtra, India
Date of Birth :	22.06.1957
Qualification :	B.Tech (Elec.) PGDBM (IIM, Ahmedabad)
Date of Appointment :	01.04.2011
Voter ID No.:	ZMH3498706
DIN No.:	02366334
Name :	Mr. Navroze Jamshyd Godrej
Designation :	Director
Address :	40-D, B.G. Khar Marg, Malabar Hill, Mumbai – 400 006, Maharashtra, India
Date of Birth :	10.06.1982
Qualification :	B.A. (Mass Comm. and French)
Date of Appointment :	23.08.2010
DIN No.:	03049821
Name :	Mr. Keki Manchersha Elavia
Designation :	Additional director
Address :	2A, Anand Bhavan, 36^th Road, Bandra West, Mumbai-400050, Maharashtra, India
Date of Birth :	09.04.1946
Date of Appointment :	01.05.2012
Voter ID No.:	MT/08/036/0322815
DIN No.:	00003940

KEY EXECUTIVES

Name :	Percy Erach Fouzdar
Designation :	Secretary
Address :	B-13, Godrej Baug, Off Napeansea Road, Mumbai-400026, Maharashtra, India
Date of Birth/Age :	17.06.1956
Date of Appointment :	22.11.1994
PAN No.:	AAAPF2250R

MAJOR SHAREHOLDERS

As on 27.09.2012

Note: SHAREHOLDING DETAILS FILE ATTACHED

Equity Share Break up (Percentage of Total Equity)

As on 27.09.2012

Category	Percentage
Bodies corporate	26.77
Directors or relatives of Directors	49.47
Other top fifty shareholders	23.76
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Marketing of Consumer Durables, Office Equipments and Industrial Products.

Products :

Item Code No.	Product Description
9999	Consumer Durables, Industrial Products and Others

PRODUCTION STATUS [AS ON 31.03.2011]

PARTICULARS	Unit	Installed Capacity	Actual production
Steel Furniture	Tonnes	60000	49476
Security Equipment	Tonnes	21000	14353
Typewriters	Nos.	40000	--
Locks	Nos.	4740000	1199377
Home Appliances	Nos.	2100000	1396395
Furniture and Fixtures [primarily of metal]	Nos.	1050000	248719
Press Tools, Jigs, Fixtures, Gauges, Dies, Cutting Tools, etc.	Rs. ‘000	1000000	1508920
Process Plant and Equipment	Rs. ‘000	4000000	3579752
Forklift Trucks	Nos.	2400	2234
Electric Motors	Nos.	1520000	73950
Ready Mix Concrete	M3	334500	219412

NOTES:

1. Installed Capacity is as certified by the Management and accepted by the Auditors.

2. Unless otherwise stated, actual production is inclusive of quantities used internally.

3. For Electric Motors (item 10 above), Actual Production does not include production of motor parts/components and production on job work basis.

4. The production of Typewriters has been discontinued since October 2009.

5. The production of Furniture and Fixtures (primarily of metal) in a new industrial undertaking set up by the Company, commenced from 17th November 2009.

6. Figures in brackets pertain to the previous year.

GENERAL INFORMATION

Customers :

Wholesalers and Retailers

No. of Employees :

10000 (Approximately)

Bankers :

• Housing Development Finance Corporation Limited, Ramon House, 169,Backbay Reclamation, H T Parekh Marg, Mumbai - 400020, Maharashtra, India
• Export-Import Bank of India, Centre One Building, Floor 21, World Trade Centre Complex, Cuffe parade, Mumbai – 400 005, Maharashtra, India

Tel No.: 91-22-22181826

Facilities :

Secured Loan	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Term loans from banks	164.900	529.900
Term loans from others	15.000	0.000
Working capital loans from banks	3513.404	6152.830
Total	3693.304	6682.730

Banking Relations :	--
Auditors :
Name :	Kalyaniwala and Mistry Chartered Accountants
Address :	Maneckji Wadia Building, 127, Mahatma Gandhi Road, Mumbai – 400 023, Maharashtra, India
Address :	AAAFK7554R
Direct Subsidiaries (with the Company’s direct equity holdings in excess of 50%):	Godrej Industries Limited Wadala Commodities Limited Godrej Infotech Limited Godrej (Malaysia) Sdn. Bhd. (incorporated in Malaysia) Godrej (Singapore) Pte. Limited (incorporated in Singapore) Veromatic International BV (incorporated in the Netherlands)
Step-down subsidiaries (where the Company’s subsidiaries listed in A above, hold more than 50% of the equity share capital):	Subsidiary of Godrej (Malaysia) Sdn. Bhd.: GandB Enterprises (Mauritius) Private Limited (incorporated in Mauritius) Subsidiary and sub-subsidiary of Godrej (Singapore) Pte. Limited (GSPL): Subsidiary of GSPL: J. T. Dragon Pte. Limited (JTDPL) (incorporated in Singapore) Subsidiary of JTDPL Godrej (Vietnam) Co. Limited (incorporated in Vietnam) Subsidiaries of Veromatic International BV: Veromatic Services BV (incorporated in the Netherlands) Water Wonder Benelux BV (incorporated in the Netherlands) Subsidiaries and Sub-subsidiaries of Godrej Industries Limited (GIL) : Subsidiaries of GIL : Natures Basket Limited Ensemble Holdings and Finance Limited (Godrej International Limited (incorporated in the Isle of Man) Godrej Agrovet Limited (GAVL) Godrej Properties Limited (GPL) Godrej International Trading and Investments Pte. Limited (incorporated in Singapore) (a subsidiary of GIL w.e.f. 1st August, 2011) Subsidiaries of GAVL : Golden Feed Products Limited (Godrej Seeds and Genetics Limited (a subsidiary w.e.f 6th June, 2011) Subsidiaries of GPL : Godrej Realty Private Limited Godrej Waterside Properties Private Limited Godrej Developers Private Limited GodrejReal Estate Private Limited Godrej Sea View Properties Private Limited Godrej Estate Developers Private Limited Happy Highrises Limited Godrej Buildwell Private Limited Godrej Buildcon Private Limited Godrej Projects Development Private Limited (GPDPL) Godrej Landmark Redevelopers Private Limited (a subsidiary of GPDPL w.e.f. 14th March, 2012) Godrej Premium Builders Private Limited Godrej Garden City Properties Private Limited Godrej Nandhi Hills Project Private Limited (formerly, Udhay GK Realty Private Limited) With effect from 1st April, 2011, Godrej Oil Palm Limited, Cauvery Palm Oil Limited and Godrej Gokarna Oil Palm Limited merged with Godrej Agrovet Limited
Joint Venture Company:	Godrej Efacec Automation and Robotics Limited
Other Associates:	Godrej and Khimji (Middle East) LLC (incorporated in Oman) LVD Godrej Infotech NV (incorporated in Belgium) ABG Venture LLP NBG Enterprise LLP SVC Enterprise LLP Godrej Vikhroli Properties LLP Godrej Buildcorp LLP Godrej Property Developers LLP

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1100000	Equity Shares	Rs.100/- each	Rs. 110.000 Millions
900000	Cumulative Redeemable Preference Shares	Rs 100/- each	Rs. 90.000 Millions
	Total		Rs. 200.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
662910	Equity Shares	Rs.100/- each	Rs. 66.291 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	66.291	66.291
(b) Reserves & Surplus	23162.820	14776.334
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	23229.111	14842.625
(3) Non-Current Liabilities
(a) long-term borrowings	2089.292	2328.725
(b) Deferred tax liabilities (Net)	423.881	432.581
(c) Other long term liabilities	1145.116	528.786
(d) long-term provisions	409.374	219.357
Total Non-current Liabilities (3)	4067.663	3509.449
(4) Current Liabilities
(a) Short term borrowings	5115.255	6790.481
(b) Trade payables	9960.540	8618.458
(c) Other current liabilities	10115.185	8415.978
(d) Short-term provisions	1313.436	1146.050
Total Current Liabilities (4)	26504.416	24970.967
TOTAL	53801.190	43323.041
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	11205.890	8465.264
(ii) Intangible Assets	20.595	15.429
(iii) Capital work-in-progress	929.628	147.679
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	4586.960	4688.078
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	1270.371	1309.952
(e) Other Non-current assets	7785.431	1050.173
Total Non-Current Assets	25798.875	15676.575
(2) Current assets
(a) Current investments	25.000	25.000
(b) Inventories	10660.036	12258.944
(c) Trade receivables	13334.015	12389.959
(d) Cash and cash equivalents	336.261	60.015
(e) Short-term loans and advances	2194.618	1326.701
(f) Other current assets	1452.385	256.847
Total Current Assets	28002.315	26317.466
TOTAL	53801.190	43323.041

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		66.291
2] Share Application Money		0.000
3] Reserves & Surplus		11735.435
4] (Accumulated Losses)		0.000
NETWORTH		11801.726
LOAN FUNDS
1] Secured Loans		2496.000
2] Unsecured Loans		2227.940
TOTAL BORROWING		4723.940
DEFERRED TAX LIABILITIES		517.981
TOTAL		17043.647
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		5542.948
Capital work-in-progress		2470.410
INVESTMENT		4575.577
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	9059.687
	Sundry Debtors	8384.506
	Cash & Bank Balances	490.603
	Other Current Assets	0.000
	Loans & Advances	2108.648
Total Current Assets		20043.444
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	8137.674
	Other Current Liabilities	6206.843
	Provisions	1244.215
Total Current Liabilities		15588.732
Net Current Assets		4454.712
MISCELLANEOUS EXPENSES		0.000
TOTAL		17043.647

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	62145.328	55337.288	43621.790
		Other Income	968.508	889.078	1124.024
		TOTAL (A)	63113.836	56226.366	44745.814
Less	EXPENSES
		Cost of materials consumed	22898.160	21638.783	39006.749
		Purchases of stock-in-trade	14617.681	14996.151
		Employee benefit expense	7518.906	6308.607
		Other expenses	10861.615	9467.067
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	2240.430	(2327.468)
		Exceptional Items	(7559.992)	(14.484)
		TOTAL (B)	50576.800	50068.656	39006.749
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		12537.036	6157.710	5739.065
Less	FINANCIAL EXPENSES (D)		1059.231	655.330	525.657
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		11477.805	5502.380	5213.408
Less/ Add	DEPRECIATION/ AMORTISATION (F)		675.415	581.902	536.602
	PROFIT BEFORE TAX (E-F) (G)		10802.390	4920.478	4676.806
Less	TAX (H)		1255.330	930.725	1314.267
	PROFIT AFTER TAX (G-H) (I)		9547.060	3989.753	3362.539
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		10198.211	7557.312	5193.010
Less	APPROPRIATIONS
		Transfer to General Reserve	3085.156	473.263	340.000
		Dividend		795.492	596.619
		Tax on Dividend		80.099	61.618
	BALANCE CARRIED TO THE B/S		3085.156	10198.211	7557.312
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Export	2991.554	4257.555	3741.509
		Dividend	0.903	2.637	2.198
		Royalty	0.000	0.000	3.356
		Others	92.699	203.325	78.780
	TOTAL EARNINGS		3085.156	4463.517	3825.843
	IMPORTS
		Raw Materials	3223.630	3019.755	2416.418
		Stores & Spares	68.892	70.824	40.086
		Capital Goods	584.283	943.267	218.876
		Others	4009.953	4814.465	2858.659
	TOTAL IMPORTS		7886.758	8848.311	5534.039
	Earnings Per Share (Rs.)		14402.00	6019.00	5072.00

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	15.13	7.10	7.51
Net Profit Margin (PBT/Sales)	(%)	17.38	8.89	10.72
Return on Total Assets (PBT/Total Assets}	(%)	22.37	13.24	18.28
Return on Investment (ROI) (PBT/Networth)		0.47	0.33	0.40
Debt Equity Ratio (Total Debt/Networth)		0.31	0.61	0.40
Current Ratio (Current Asset/Current Liability)		1.06	1.05	1.29

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	Yes
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS:

HIGH COURT OF BOMBAY

Bench:- Bombay

Stamp No.: CAWST/25602/2012 Filing Date: 12.09.2012

MAIN MATTER

Stamp No.: WPST/8108/2010 Reg. No.:- WP/2622/2010

Petitioner: - MATAPRASAD LAXMIPRASAD JHA AND ORS

RESPONDENT:- GODREJ AND BOYCE MANUFACTURING COMPANY PRIVATE LIMITED

Petn. Adv.:- RAVINDRA NAIR AND R.D. OAK

District:- MUMBAI

Bench:- Single

Status:- Pre-Admission

Next Date:- 24.09.2012

Last Coram:- REGISTRAR (JUDICIAL)

Act:- Other Act

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U28993MH1932PLC001828
Name of the company	GODREJ AND BOYCE MANUFACTURING COMPANY LIMITED
Address of the registered office or of the principal place of business in India of the company	Pirojsha nagar, Vikhroli Mumbai – 400079, Maharashtra, India Email: info@godrej.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10123585
Type of charge	Immovable property
Particular of charge holder	Export-Import Bank of India, Centre One Building, Floor 21, World Trade Centre Complex, Cuffe parade, Mumbai – 400 005, Maharashtra, India Email: eximwrro@eximbankindia.in
Nature of instrument creating charge	Letter of Confirmation dated September 25, 2012 executed by Godrej and Boyce Manufacturing Company Limited ("the Borrower") in favour of Export-Import Bank of India ("Exim Bank") accepting the renewal of working capital limit of Rs. 6800.000 Millions for a further period of one year and further confirming that the security created by Borrower shall continue in favour of EXIM Bank for the renewed period.
Date of instrument Creating the charge	25.09.2012
Amount secured by the charge	Rs. 6800.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest With respect to Rupee disbursements @11% p.a., payable with monthly rests; with respect to Dollar disbursements or in other currencies: to be ascertained at the time of making disbursements Terms of Repayment 1) Each disbursement relating to pre-shipment credit shall be repaid by the Borrower within 360 days from the date of such disbursement or out of export proceeds or disbursement under st shipment credit whichever is earlier. 2) Each disbursement relating to post-shipment credit shall be repaid by the Borrower within 180 days from the date of such disbursement or out of export proceeds whichever is earlier. Margin NIL Extent and Operation of the charge The charge created under the Mortgage dated 29th September 2008 in favour of Exim Bank for the fund based facility and non fund based facility (the facilities) for the due repayment of the facilities aggregating Rs.6800.000 Millions together with interest and all other monies payable by the Borrower to Exim Bank under the Facilities Agreement dated 6th August 2008, shall be valid, subsisting and continuing as first charge in favour of EXIM Bank.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	All those pieces and parcels of leasehold land at Vikhroli i.e. Plant No. 3 (admeasuring 33,220.48 sq.mt.), Survey No. 35(pt), CTS No.31/7 together with all buildings and structures thereon. All those pieces and parcels of leasehold land at Vikhroli i.e. Plant No. 5 (admeasuring 35,817.20 sq.mt.), Survey No. 35(pt), CTS No. 31 (pt), together with all buildings and structures thereon. All those pieces and parcels of leasehold land at Vikhroli i.e. Plant No. 8 (admeasuring 8,471 sq.mt.), Survey No. 35(pt), CTS No.31/2 together with all buildings and structures thereon. All those pieces and parcels of leasehold land at Vikhroli i.e. Plant No. 12 (admeasuring 23,382 sq.mt.), Survey No.56 (pt), 57(pt), CTS No. 7(pt), together with all buildings and structures thereon.
Date of instrument modifying the charge	25.06.2011
Particulars of the present modification	Charge created vide mortgage dt 29.09.2008 for fund based and non-fund based facilities aggregating Rs.6800.000 Millions shall continue to secure the renewed facilities for a further period of one year as mentioned in the Letter of Confirmation dated 25th September 2012.

CONTINGENT LIABILITIES (As on 31.03.2012)

CONTINGENT LIABILITIES NOT PROVIDED FOR

(a) Guarantees given by the Company’s Bankers against counter-guarantees given by the Company Rs. 7532.881 millions

(b) Guarantees given by the Company’s Bankers on behalf of subsidiary/associate companies against counter-guarantees given by the Company: Rs. 183.105 millions

(c) Guarantees given by Export-Import Bank of India, against the security of first equitable mortgage of specified immovable properties situated at Vikhroli, Mumbai: Rs. 524.224 millions

(d) Excise Duty/Service Tax/Sales Tax demands in dispute and pending at various stages of appeal: Rs. 510.459 millions

(e) The State of Maharashtra has filed a suit against the Company, being Suit No. 679 of 1973, in the High Court of Judicature at Bombay, claiming ownership of part of the Company’s lands at Vikhroli, Mumbai. In the said Suit, which is still pending, various claims have been raised, which are undetermined and not acknowledged as debts due by the Company. According to the Company’s legal advisers, the Company has a complete defence against the plaintiff in the said Suit, and the said Suit is not sustainable.

(f) Claims against the Company under the Industrial Disputes Act, 1947 - amount indeterminate.

(g) Disputed Provident Fund liability for the period March 1996 to September 1997 arising on account of disapproval of infancy benefit: Rs. 3.156 millions. The Supreme Court of India has allowed the Company’s appeal and set aside the judgment of the High Court of Punjab and Haryana; the matter has been remanded to the Regional Provident Fund Commissioner for a fresh decision in accordance with law after hearing the parties concerned, expeditiously.

(h) Other Claims against the Company not acknowledged as debt: Rs. 123.800 millions

UNSECURED LOAN

Particulars	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Deferred payment liabilities	599.062	634.358
Deposits from others	1310.330	1164.467
Working capital loans from banks	340.051	634.351
Deposits from shareholders	1258.500	0.000
Deposits from others	3.300	3.300
Total	3511.243	2436.476

Fixed Assets:

· Freehold Land

· Leasehold Land

· Freehold Buildings

· Leasehold Buildings

· Staff and Workmen Quarters

· Machinery

· Vehicles

· Furniture and Fixtures

· Other Equipments

AS PER WEBSITE DETAILS:

PRESS RELEASES:

IKEA ENTRY SPURS GODREJ INTERIO TALKS WITH ITALIAN, INDIAN COMPANIES

New Delhi March 23, 2013

At a time when Swedish furniture major IKEA is entering the Indian market, homegrown furniture maker Godrej Interio is actively seeking acquisitions in India and Italy. The company expects to announce at least one deal next quarter.

The subsidiary of Godrej and Boyce Manufacturing Company Limited is in talks with two companies in Italy that specialise in design and technology, with estimated revenue of Rs 2000.000 Millions each, for possible buyout, said Chief Operations Officer Anil Mathur.

“We are also negotiating with two companies in India, one based in the northern region and the other in the south. These are small companies with turnover not exceeding Rs 1000.000 Millions,” he said.

The company is looking for acquisitions in India to boost manufacturing capacity in the northern and southern regions of the country, where it does not have a strong presence. “Acquisition of an Italian design or technology firm will help the company is expanding product offerings, which in turn will boost our consumer business,” he added. Mathur said the company had room to fund acquisitions on its own and could avail of funds from the parent company if required.

Godrej Interio plans to increase sales to Rs 50000.000 Millions by 2016-17, a growth of a little over 20 per cent year-on-year. The present turnover is Rs 15000.000 Millions. Mathur says the company will spend about Rs 1200.000 Millions in raising capacity at different factories over the next two years. About Rs 250.000 Millions will be spent on retail expansion in this period.

Godrej Interio currently gets about 75 per cent of revenue from institutional sales and the remaining amount from retail consumer sales. The latter share is expected grow up to 40 per cent in the next five years, said Mathur.

As part of plans to boost the consumer business, Godrej Interio is planning to double its retail space from about 500,000 sq ft to a little more than 1,000,000 sq ft in the next one year. It aims to open about 60 exclusive retail outlets during 2013, mainly in tier-II, tier-III and tier-IV towns. In 2012, it opened 50 such retail points across the country.

The company recently entered into a marketing tie-up with Korea’s Sejin for marine accommodation solutions, Japan’s Itoki and the US-based Knoll Inc for office furniture. It also has an agreement with Netherlands-based LINET Group for hospital and nursing home furniture.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.66.04
UK Pound	1	Rs.103.11
Euro	1	Rs.86.99

INFORMATION DETAILS

Report Prepared by :

RAJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	7
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	Yes
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	No
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	No
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	Yes
--LISTED	YES/NO	No
--OTHER MERIT FACTORS	YES/NO	Yes
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		67

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NB		NEW BUSINESS

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.