Independent Auditor’s Report GODREJ SEEDS AND...

Independent Auditor’s Report To the Members of GODREJ SEEDS AND GENETICS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of GODREJ SEEDS AND GENETICS LIMITED (“the Company”) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial

reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Statement of Profit and Loss and its Cash Flow for the year ended on that date. Emphasis of Matters We draw attention to the Note no 32 of the financial statement for the year ended on March 31, 2016, in respect of the Schemes of Arrangement (Demerger) between Godrej Seeds and Genetics Limited and Godrej Agrovet Limited as approved by The Honorable High Court of Bombay , the assets and liabilities of Seeds business of Godrej Seeds and Genetics Limited have been taken over by Godrej Agrovet Limited at their book values. If the scheme of arrangement of demerger had not been effected, the Accumulated Loss for the year would have been higher by Rs 16.93 crores, which has been transferred to the Resulting Company. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by

the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial

position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company.

For and on behalf of KALYANIWALLA AND MISTRY Chartered Accountants Firm’s registration number: 104607W Cyrus Jal Bharucha Partner Membership number: 034755 Place: Bangalore Date : 15.04.2016

“Annexure A” to the Independent Auditors’ Report Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2016: 1) Since the company does not have any Fixed Assets, the provisions of clause 4 (i) of the Order are

not applicable to the Company.

2) (a) The management has conducted the physical verification of inventory at reasonable intervals.

b) The discrepancies noticed on such physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited

Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company does

not have any loans, investments, guarantees and security. Accordingly, the provisions of clause 3 (iv) of the Order are not applicable to the Company and hence not commented upon.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us, the Company has

not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration to the director is being paid by the Holding Company. Accordingly, the provisions of clause 3 (xi) of the Order are not applicable to the Company and hence not commented upon.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve

Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For and on behalf of KALYANIWALLA AND MISTRY Chartered Accountants Firm’s registration number: 104607W Cyrus Jal Bharucha Partner Membership number: 034755 Place: Bangalore Date : 15.04.2016

“Annexure B” to the Independent Auditor’s Report of even date on the Financial Statements of Godrej Seeds and Genetics Limited Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Godrej Seeds and Genetics Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. For KALYANIWALLA & MISTRY Chartered Accountants Firm’s registration number: 104607W Cyrus Jal Bharucha Partner Membership number: 034755 Place: Bangalore Date: 15.04.2016

DIRECTORS' REPORT OF

GODREJ SEEDS & GENETICS LIMITED [Corporate Identification Number (CIN): U01403MH2011PLC218351]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

TO THE SHAREHOLDERS:

Your Directors have pleasure in presenting the Board’s Report along with the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL SUMMARY / HIGHLIGHTS:

Your Company’s performance during the Financial Year 2015-16 is summarized below:-

(Rs. in Lac) For the

Financial Year ended

31/03/2016

For the Financial Year

ended 31/03/2015

Total Income 367.90 2839.82 Profit / (Loss) Before Taxation (40.02) (853.58) Less : Provision for Taxation ---- ---- Profit After Taxation (PAT) (40.02) (853.58) Balance Brought Forward from previous year (1760.78) (907.20) Less :Cancellation of 9% Preference shares Pursuant to the scheme of Arrangement

500

Less: Adjustment of Capital Reserve pursuant to the scheme of Arrangement

1193.87

Net Balance after transfer to Godrej Agrovet Ltd (66.91) Balance Carried Forward to Balance Sheet (106.93) (1760.78)

REVIEW OF OPERATIONS / STATE OF AFFAIRS:

In an economic environment, where the overall growth of the sector has slowed down, your Company’s sales have de-grown by 28.0% over last year in trading business. The de-growth is mainly on account of cut down in the sale of low margin products like Sudan Sorghum Grass (SSG). Due to late onset of monsoon, the trading business in pearl millet suffered and lack of moisture in September also led to shrinkage of area under mustard. Your Company’s pearl millet hybrid GBH-2014 has been promoted to AHT-1 stage by ICAR.

During the year under review, the Seeds business of the Company has demerged into Godrej Agrovet Limited (GAVL), the Holding Company, pursuant to the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other

relevant provisions of the Companies Act, 2013, sanctioned by the Hon’ble Bombay High Court vide its order dated January 8, 2016. The Appointed Date for the said demerger is April 1, 2015 and the Effective Date is February 9, 2016. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END: There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2016 and the date of this Directors’ Report. DIVIDEND: In view of loss during the Financial Year, the Directors do not recommend any dividend for the said Financial Year. SHARE CAPITAL: The Company’s Share Capital position as on March 31, 2016 is as follows:- Authorized Share Capital Issued, Subscribed & Paid-up

Share Capital No. of Shares

Face Value (Rs.)

Amount (Rs.) No. of Shares

Face Value (Rs.)

Amount (Rs.)

Equity 5,00,000 10 50,00,000 60,000 10 6,00,000 Preference 5,00,000 100 5,00,00,000 Nil Nil Nil In accordance with the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, sanctioned by the Hon’ble Bombay High Court vide its order dated January 8, 2016, the entire Issued, Subscribed and Paid-up Share Capital of the Company of Rs.5,00,00,000 (Rupees Five Crore Only) comprising of 5,00,000 (Five Lac) 9% Redeemable Non-Convertible Preference Shares of Rs.100/- (Rupees One Hundred Only) each stand reduced / cancelled, without any consideration to GAVL, the sole Preference Shareholder. The disclosure in terms of Section 79A of earlier Companies Act, 1956 and the Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003, pursuant to which Sweat Equity Shares were issued by the Company on December 31, 2013 to Mr. Dharmender Kumar, Whole-time Director is as follows:- No. of shares issued to Mr. Dharmender Kumar, Whole-time Director

6,000 (Six Thousand) Sweat Equity Shares at Face Value Rs. 10/- (Rupees Ten) only

Percentage of Sweat Equity Shares of the total post Issued & Paid-up Share Capital

10% (Ten per cent)

Conditions for Sweat Equity Shares

The Sweat Equity Shares rank pari passu with existing Equity Shares.

Pricing Formula

The Valuation of Equity Shares has been done as per Discounted Cash Flow Method.

The total number of shares arising as a result of issue of Sweat Equity shares

Post issue of Sweat Equity Shares, the paid-up Equity Share Capital of the Company comprised of 60,000 (Sixty Thousand) Equity Shares of Face Value Rs. 10/- (Rupees Ten) only each.

Money realised or benefit accrued to the Company from the issue of Sweat Equity Shares

The Sweat Equity Shares were issued in consideration of specialized knowledge and rich experience possessed by Mr. Dharmender Kumar in the field of his profession and utilized for the benefit of the Company.

Diluted Earnings Per Share (EPS) pursuant to issuance of Sweat Equity Shares (in Rs.)

(880.08)

DEPOSITS: Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2015-16. HOLDING COMPANY: Your Company continues to be a subsidiary of Godrej Agrovet Limited (GAVL) as defined under Section 2(87) of the Companies Act, 2013 as on March 31, 2016, since GAVL holds 90% Equity Shareholding in the Company. There was no change in this position during the Financial Year 2015-16. The entire 100% Preference Share Capital of the Company held by GAVL stands cancelled, pursuant to the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, sanctioned by the Hon’ble Bombay High Court vide its order dated January 8, 2016. SUBSIDIARY COMPANY: The Company had no subsidiary company as on April 1, 2015 and also there was no change in this position during the Financial Year 2015-16. ASSOCIATE COMPANY: The Company had no associate company [within the meaning of Section 2(6) of the Companies Act, 2013] as on April 1, 2015 and also there was no change in this position during the Financial Year 2014-15. DIRECTORS: The Board of Directors of the Company presently comprises of the following Directors:

1. Mr. B. S. Yadav (Director) 2. Mr. S. Varadaraj (Director) 3. Mr. Dharmender Kumar (Whole-time Director) 4. Dr. P. N. Narkhede (Director)

Dr. P. N. Narkhede retires by rotation at the ensuing Annual General Meeting (AGM) of the Company in accordance with Section 152 of Companies Act, 2013 and Article 130 of Articles of Association of the Company and being eligible offers himself for re-appointment. DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): There were no changes in the Directors of the Company during the Financial Year 2015-16. Ms. Tejashree P. Gupte (FCS 7167) has resigned as the “Company Secretary” w.e.f. March 16, 2016. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: There were 7 (seven) Meetings of the Board of Directors held during the Financial Year 2015-16 (15th April 2015, 17th April 2015, 8th May 2015, 1st July 2015, 12th October 2015, 11th December 2015 and 16th March 2016). REMUNERATION COMMITTEE: Pursuant to the provisions of Schedule XIII to the earlier Companies Act, 1956, your Company has a Remuneration Committee of Board of Directors comprising of the following Members:-

1. Mr. B. S. Yadav – Chairman 2. Mr. S. Varadaraj – Member 3. Dr. P. N. Narkhede – Member

The Company is not mandatorily required to constitute a Nomination and Remuneration Committee of the Board pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT-9 pursuant to Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 and forming part of the Directors’ Report is annexed hereto as “ANNEXURE ‘A’”. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., March 31, 2016) and of the Profit and Loss of the Company for that period (i.e., the Financial Year 2015-16);

c) the Directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively. RESPONSES TO STATUTORY AUDITORS’ QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS: There are no qualifications, reservations adverse remarks and disclaimers made by the Statutory Auditors in their Report on the Financial Statement for the Financial Year 2015-16. PARTICULARS OF LOANS, GUARNATEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: As required to be reported pursuant to the provisions of Section 186 of the Companies Act, 2013, the Company has not, during the Financial Year 2015-16:

a) given any loan to any person or other body corporate (except loans and/or advances to employees as a part of conditions of service applicable to employees);

b) given any guarantee or provided any security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013: The particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 and forming part of the Directors’ Report are contained in “ANNEXURE ‘B’” to this Directors’ Report. All the Related Party transactions which were entered into during the Financial Year 2015-16 were on arm’s length basis and in the ordinary course of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information in respect of these matters, required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report is given in the “ANNEXURE ‘C’” to this Directors’ Report. RISK MANAGEMENT POLICY: The Company has developed and implemented a risk management policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. SIGNIFICANT REGULATORY OR COURT ORDERS: During the Financial Year 2015-16, there are no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS: The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The Company’s Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. STATUTORY AUDITORS: The Members are requested to ratify the appointment of M/s. Kalyaniwalla & Mistry (K&M), Chartered Accountants, Bangalore (Firm Registration No. 104607W) as the Statutory Auditors of the Company for the current Financial Year 2016-17 at the ensuing Annual General Meeting (AGM) of the Company, pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014. The Members, at their Third Annual General Meeting held on July 15, 2014, have appointed K&M as the Statutory Auditors of the Company to hold office from the conclusion of the Third

AGM until the conclusion of the Eighth AGM, subject to ratification by the Members at each AGM, at such remuneration as may be mutually agreed upon between K&M and the Board of Directors of the Company. ADDITIONAL INFORMATION: The additional information required to be given under the Companies Act, 2013, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation. HUMAN RESOURCES: Your Company continues to take various initiatives for the development of its human resources and has maintained healthy and harmonious industrial relations. Training on “Carrier development planning” and launched Online Learning Management System (LMS) and “behavior based safety training programme” was imparted to all employees during the year under review. The Board of Directors would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. PARTICULARS OF EMPLOYEES: There are no employees covered under the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. For and on behalf of the Board of Directors of Godrej Seeds & Genetics Limited Sd/- Dharmender Kumar Whole-time Director (DIN: 01811708)

Sd/- B. S. Yadav Director (DIN: 00294803)

Mumbai, April 15, 2016

Godrej Seeds & Genetics Limited Annexure to Directors’ Report: 2015-16

ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

EXTRACT OF ANNUAL RETURN IN FORM NO. MGT-9 OF

GODREJ SEEDS & GENETICS LIMITED As at the Financial Year ended on March 31, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and

Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:

i. CIN: U01403MH2011PLC218351

ii. Registration Date: 06/06/2011

iii. Name of the Company: GODREJ SEEDS & GENETICS LIMITED

iv. Category / Sub-Category of the Company: Company limited by Shares – Indian Non-government Company

v. Address of the Registered Office and Contact details:

Gate No. 2, Godrej Agrovet Limited Building, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India Tel.: +91-22-2518 8010/8020/8030

vi. Whether listed company: No

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any:

Not Applicable II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the Company:- Sr. No.

Name and Description of Main Products / Services

NIC Code of the Product / Service

% to Total Turnover of the Company

1.

Bajra –Hybrid seeds 011011101112 74.62%

2.

Mustard- Hybrid Seeds 011011101115 20.28%


III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

SI. No.

Name And Address of

the Company

CIN Holding /

Subsidiary /

Associate

% of Shares Held

Applicable Section

1. Godrej Agrovet Limited Registered Office: “Godrej One”, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India

U15410MH1991PLC135359

Holding Company

90% - Equity

Section 2(87)(ii)

2. Godrej Industries Limited Registered Office: Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India

L24241MH1988PLC097781 Holding Company (Holding Company

of the Company’s

Holding Company)

Nil (No direct

share-holding)

Section 2(87)(ii)

3. Godrej & Boyce Mfg. Co. Ltd. Registered Office: Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India

U28993MH1932PLC001828

Holding Company (Ultimate Holding

Company)

Nil (No direct

share-holding)

Section 2(87)(ii)

IV. SHARE HOLDING PATTERN:

(Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

Change during

the year Demat Physical Total

% of Total

Shares Demat Physical Total

% of Total

Shares A. Promoters


(1) Indian Individual / HUF - - - - - - - - - Central Govt. - - - - - - - - - State Govt.(s) - - - - - - - - - Bodies Corporate - 54,000 54,000 90 - 54,000 54,000 90 Nil Banks / FIs - - - - - - - - - Any other - - - - - - - - - Sub-total (A) (1) - 54,000 54,000 90 - 54,000 54,000 90 Nil (2) Foreign NRIs - Individuals - - - - - - - - - Other - Individuals - - - - - - - - - Bodies Corporate - - - - - - - - - Banks / Fis - - - - - - - - - Any other - - - - - - - - - Sub-total (A) (2) - - - - - - - - - Total Shareholding of Promoter (A) = (A) (1) + (A) (2) - 54,000 54,000 90 - 54,000 54,000 90 Nil

B. Public Shareholding (1) Institutions Mutual Funds - - - - - - - - - Banks / FI - - - - - - - - - Central Govt. - - - - - - - - - State Govt.(s) - - - - - - - - -

Venture Capital Funds - - - - - - - - -

Insurance Companies - - - - - - - - - FIIs - - - - - - - - - Foreign Venture Capital Funds - - - - - - - - - Others (specify) - - - - - - - - - Sub-total (B) (1) - - - - - - - - -

(2) Non-Institutions


(a) Bodies Corporate (i) Indian - - - - - - - - - (ii) Overseas - - - - - - - - - (b) Individuals

(i) Individual shareholders holding nominal share capital upto Rs.1 lakh - 6,000 6,000 10 - 6,000 6,000 10 Nil

(i) Individual shareholders holding nominal share capital in excess of Rs.1 lakh - - - - - - - - -

(c) Others (specify) - - - - - - - - - Sub-total (B) (2) - 6,000 6,000 10 - 6,000 6,000 10 Nil

Total Public Shareholding (B) = (B) (1) + (B) (2) - 6,000 6,000 10 - 6,000 6,000 10 Nil

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - - GRAND TOTAL (A + B +C) - 60,000 60,000 100 - 60,000 60,000 100 Nil

(ii) Shareholding of Promoters:


Sr. No.

Shareholder's Name

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change

in Share-holding during

the year No. of Shares

% of Total

Shares of the

Company

% of Shares pledged /

encumbered to Total Shares

No. of Shares

% of Total

Shares of the

Company

% of Shares pledged /

encumbered to Total Shares

1 GODREJ AGROVET LIMITED

54,000 90 Nil 54,000 90 Nil Nil

TOTAL 54,000 90 Nil 54,000 90 Nil Nil

(iii) Change in Promoters’ Shareholding:

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the end of the year

No. of Shares

% of Total Shares of

the Company

No. of Shares


the Company

At the beginning of the year 54,000 90 54,000 90

Date-wise Increase / decrease in Promoters' Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity, etc.)

- - - -

At the End of the Year 54,000 90 54,000 90

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters

and Holders of GDRs and ADRs):

Sr. No. For Each of the Top 10 Shareholders



No. of Shares


the Company

No. of Shares


the Company

At the beginning of the year - - - -



- - - -

At the End of the Year - - - -

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

For Each of the Directors & KMP (Only Mr. Dharmender Kumar, Whole-time Director)



No. of Shares


the Company

No. of Shares


the Company

At the beginning of the year 6,000 10 6,000 10


- - - -

At the End of the Year 6,000 10 6,000 10

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans

excluding Deposits

Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

(i) Principal Amount NIL 200000000 NIL 200000000

(ii) Interest due but not paid NIL NIL NIL NIL

(iii) Interest accrued but not due

NIL 287671 NIL 287671

TOTAL (i +ii + iii) NIL 200287671 NIL 200287671


Less: transferred to Godrej Agrovet Ltd pursuant to the Scheme of Arrangement

Changes in Indebtedness during the financial year

NIL NIL NIL NIL

(i) Principal Amount NIL -200000000 NIL -200000000

(ii) Interest due but not paid NIL NIL NIL NIL (iii) Interest accrued but not due

NIL -287671 NIL -287671

Net Change NIL 200287671 NIL 200287671

Indebtedness at the end of the financial year

(i) Principal Amount NIL NIL NIL NIL

(ii) Interest due but not paid NIL NIL NIL NIL

(iii) Interest accrued but not due

NIL NIL NIL NIL

TOTAL (i +ii + iii) NIL NIL NIL NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Remuneration to Whole-time Director: Note: The entire remuneration of the Whole-time Director has been borne by Godrej Agrovet Limited (GAVL) (Holding Company), into which the Seeds business of the Company has demerged, pursuant to the Scheme of Arrangement between the Company and GAVL and their respective Shareholders, pursuant to the provisions of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013, sanctioned by the Hon’ble Bombay High Court vide its order dated January 8, 2016. The Appointed Date for the said demerger is April 1, 2015 and the Effective Date is February 9, 2016.

Sr. No. Particulars of Remuneration

Name of Whole-time Director –

Mr. Dharmender Kumar

Total Amount

1 Gross Salary - -


(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 - -

(b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961 - -

(c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961 - -

2

Stock Option - -

Sweat Equity (not issued during F.Y. 2014-15) - -

Commission - -

As a % of profit - -

Others (specify) - -

Total (A) - -

Ceiling as per the Companies Act N/A N/A

B. Remuneration to other Directors:

Sr. No. Particulars of Remuneration Names of

Directors Total Amount

¤ Independent Directors: - Nil Fee for attending Board & Committee Meetings - Nil Commission - Nil Others (please specify) - Nil

TOTAL (1) - Nil

Other Non-executive Directors: - Nil Fee for attending Board & Committee Meetings - Nil Commission - Nil Others (please specify) - Nil

TOTAL (2) - Nil

TOTAL (B) = (1) + (2) - Nil

Total Managerial Remuneration -

Overall Ceiling as per the Act N/A


C. Remuneration to Key Managerial Personnel (KMP) other than Whole-time Director:

Sr. No. Particulars of Remuneration

Key Managerial Personnel Total Amount CEO Company

Secretary CFO

1

Gross Salary N/A Nil N/A Nil

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

N/A Nil N/A Nil

(b) Value of perquisites under Section 17(2) of the Income Tax Act, 1961

N/A Nil N/A Nil

(c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961

N/A Nil N/A Nil

2

Stock Option N/A Nil N/A Nil

Sweat Equity N/A Nil N/A Nil

Commission N/A Nil N/A Nil

As a % of profit N/A Nil N/A Nil

Others (specify) N/A Nil N/A Nil

Total N/A Nil N/A Nil


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of

the Companies

Act

Brief Description

Details of Penalty /

Punishment / Compounding Fee imposed

Authority [RD / NCLT

/ Court]

Appeal made, if any

(give details)

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

For and on behalf of the Board of Directors of Godrej Seeds & Genetics Limited Sd/- Dharmender Kumar Whole-time Director (DIN: 01811708)


Date: April 15, 2016 Place: Mumbai


ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT

FORM NO. AOC-2

Form for disclosure of particulars of contracts / arrangements entered into

by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

OF GODREJ SEEDS & GENETICS LIMITED

As at the Financial Year ended on March 31, 2016

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

1. Details of contracts or arrangements or transactions not at arm’s length basis: Not

Applicable

a) Name(s) of the Related Party and nature of relationship b) Nature of contracts/arrangements/transactions c) Duration of the contracts/arrangements/transactions d) Salient terms of the contracts or arrangements or transactions including the value, if any e) Justification for entering into such contracts or arrangements or transactions f) Date(s) of approval by the Board g) Amount paid as advances, if any h) Date on which the special resolution was passed in general meeting as required under

first proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a) Name(s) of the related party and nature of relationship

1) Godrej Agrovet Limited – Holding Company

b) Nature of contracts/ arrangements/transactions

• Expenses charged by Godrej Agrovet Ltd., Holding Company

• Purchase of material from Godrej Agrovet Ltd., Holding Company

• Advances from Godrej Agrovet Ltd., Holding Company,

• Interest expenses on Advances from Godrej Agrovet Ltd., Holding Company

c) Duration of the contracts / arrangements/transactions

Ongoing


d) Salient terms of the contracts or arrangements or transactions including the value, if any:

• Purchase of Fixed Assets from Godrej Agrovet Ltd., Holding Company: Rs. 1.87Lac

• Outstanding payable to Godrej Agrovet Ltd., Holding company Rs486.55 Lac

• Managerial remuneration paid by Godrej Agrovet Ltd., Holding Company: Rs Lac

e)Date(s) of approval by the Board, if any

15.04.2015, 08.05.2015, 01.07.2015, 12.10.2015, 11.12.2015, 16.03.2016

f) Amount paid as advances, if any Total outstanding payable to Godrej Agrovet Ltd., Holding Company: Rs.486.55 Lac





ANNEXURE ‘C’ TO THE DIRECTORS’ REPORT

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO OF

GODREJ SEEDS & GENETICS LIMITED As at the Financial Year ended on March 31, 2016

[Pursuant to Section 134(3)(m) of the Companies Act, 2013

and Rule 8 of the Companies (Accounts) Rules, 2014]

A. Conservation of Energy: The Company does not have any manufacturing facility at present. Therefore, disclosures pertaining to Conservation of Energy are not applicable to the Company.

B. Technology Absorption, Adaptation and Innovation: Your Company continues with its efforts for technological upgradation with an objective to obtain improved quality at a low cost. Your Company has done the multi-location trials of Corn Hybrids evaluated last year in several states including Uttar Pradesh, Bihar, Maharashtra, Karnataka and Andhra Pradesh. This is the Company’s effort to introduce high yielding single cross technology. Your Company also tested new germplasm of mustard in the State of Haryana. The Company has set up a research trial farm in Western U.P. for adaptive trials of all the material developed in house. The Company’s expenditure on Research & Development (R&D) is given below:-

Current Year

(2015-16) Rs. In Lac

Previous Year (2014-15) Rs. In Lac

(a) Capital NIL 7.81 (b) Recurring NIL 252.13 (c) Total NIL 259.94 (d) Total R&D expenditure as a percentage of

total turnover NIL 5.88%


C. Foreign Exchange Earnings and Outgo: The details of Foreign Exchange earnings and outgo of the Company during the Year under review are as follows:- Current Year

(2015-16) Rs. In Lac

Previous Year (2014-15) Rs. In Lac

A. Foreign Exchange Earned Nil Nil B. Foreign Exchange Used Nil 22.66




GODREJ SEEDS AND GENETICS LIMITEDAnnual Account 2015-16

Balance sheet as on March 31, 2016

(Rupees in Lakhs)

Note No. Current Year Previous Year

I Equity & Liabilities

(1) Shareholders' Funds

(a) Share Capital 2 6.00 506.00

(b) Reserves And Surplus 3 (106.93) (1,760.78)

Total Shareholders' Funds (100.93) (1,254.78)

(2) Share Application Money Pending Allotment - -

(3) Non Current Liabilities

(a) Long Term Provisions 4 - 20.36

Total Non Current Liabilities - 20.36

(4) Current Liabilities

(a) Short Term Borrowings 5 486.55 3,528.02

(b) Trade Payables 6

(i) Total outstanding dues of Micro enterprises

and Small enterprises

- -

(ii) Total outstanding dues of creditors other than

Micro enterprises and Small enterprises

214.23 1,837.24

(c) Other Current Liabilities 7 25.24 498.83

(d) Short Term Provisions 8 - 45.57

Total Current Liabilities 726.02 5,909.66

Total Equity and Liabilities 625.09 4,675.24

II Assets

(1) Non Current Assets

(a) Fixed Assets 9

(i) Tangible Assets - 118.11

(ii) Intangible Assets - -

Total Fixed Assets - 118.11

(b) Deferred Tax Assets (Net) 10 - -

(c) Long Term Loans and Advances 11 - 38.23

Total Non Current Assets - 156.34

(2) Current Assets

(a) Inventories 12 372.09 3,414.14

(b) Trade Receivables 13 236.83 929.00

(c) Cash & Cash Equivalents 14 2.77 11.90

(d) Short Term Loans and Advances 15 13.40 163.86

Total Current Assets 625.09 4,518.90

Total Assets 625.09 4,675.24

0.00

The Notes 1 to 32 form an integral part of the Financial Statements

As per our Report of even date Signatures to Balance Sheet and Notes to Financial Statements

For KALYANIWALLA & MISTRY For and on behalf of the Board of Directors

CHARTERED ACCOUNTANTS of Godrej Seeds and Genetics Limited

FRN No. 104607W

CYRUS JAL BHARUCHA DHARMENDER KUMAR B. S. YADAV

Partner Whole-Time Director Director

M. No: 034755 DIN : 01811708 DIN: 00294803

Place : Bangalore Place:Mumbai Place:Mumbai

Date: 15.04.2016 Date:13.04.2016 Date:13.04.2016

Particulars


385.62 0.00

Statement of Profit And Loss For The Year Ended March 31, 2016

(Rupees in Lakhs)

Note No.Current Year Previous Year

I Revenue from Operations 16 367.90 2,839.82

II Other Income - -

Total Revenue 367.90 2,839.82

III Expenses:

(a) Cost of Materials Consumed 17 4.29 2,344.24

(b) Purchases Of Stock In Trade 18 422.12 430.43

(c) Changes In The Inventories of Finished Goods, -

Work-in- Progress and Stock-In-Trade 19 (183.10) (1,585.67)

(d) Employee Benefits Expenses 20 26.87 753.47

(e) Finance Costs 21 29.01 285.02

(f) Depreciation and Amortisation Expense 9 - 19.51

(g) Other Expenses 22 108.73 1,446.40

Total Expenses 407.92 3,693.40

IV Profit/(Loss) Before Tax (40.02) (853.58)

V Tax Expense:

(1) Current Tax - -

(2) Deferred Tax - -

Total Tax - -

VI Profit/(Loss) For The Period (40.02) (853.58)

VII (1) Earnings Per Equity Share of Rs.10 each Basic (in Rs.) 23 (66.70) (466.43)

(2) Earnings Per Equity Share of Rs.10 each Diluted (in Rs.) (66.70) (466.43)

The Notes 1 to 32 form an integral part of the Financial Statements

As per our Report of even date Signatures to Statement of Profit and Loss and Notes to

For KALYANIWALLA & MISTRY Financial Statements

CHARTERED ACCOUNTANTS For and on behalf of the Board of Directors

FRN No. 104607W of Godrej Seeds and Genetics Limited



M. No: 034755 DIN : 01811708 DIN: 00294803


Date: 15.04.2016 Date:13.04.2016 Date:13.04.2016

Particulars


Note No. 2: Share Capital (Rupees in Lakhs)

Current Year Previous Year

1 Authorised Share Capital

(a) 5,00,000 Equity Shares of Rs 10 each with voting rights 50.00 50.00

(previous year 5,00,000 Equity share of Rs.10 each)

(b) 5,00,000 9% Redeemable Preference Shares of Rs 100 each 500.00 500.00

Total 550.00 550.00

2 Issued, Subscribed And Paid-up Share Capital

(a) 60,000 Equity Shares of Rs. 10/- each fully paid 6.00 6.00

(b) - 500.00

Total 6.00 506.00

3 Rights, Preferences & Restrictions attached to shares

4 Reconciliation of number of shares outstanding

Equity Shares

At the beginning of the year: 60,000 shares (Previous Year 60000) 6.00 6.00

Issued during the year Nil ( previous year Nil shares) -

At the end of the year: 60,000 shares (Previous Year 60,000) 6.00 6.00

Preference Share Captial -

At the beginning of the year: 5,00,000 Shares @ Rs.100 each fully paid 500.00 500.00

to GAVL (Holding Co.) (Previous Year 5,00,000) -

500.00 -

At the end of the year NIL shares ( Previous Year 5,00,000) - 500.00

5 Share holding information

(a) Equity Shares held by Holding Company - Godrej Agrovet Limited 5.40 5.40

54,000 Equity Shares of Rs.10 each fully paid

(b) Equity Shares held by Mr. Dharmender Kumar - Whole time Director 0.60 0.60

6,000 Equity Shares of Rs.10 each fully paid -

(c) Shareholders holding more than 5% of Equity Shares -

Godrej Agrovet Limited - Holding Company 5.40 5.40

54,000 Equity Shares of Rs.10 each fully paid 90% 90%

Mr. Dharmender Kumar - whole time Director 0.60 0.60

6,000 Equity Shares of Rs.10 each fully paid 10% 10%

(d) Preference Shares held by Holding Company- Godrej Agrovet Limited - 500.00

0% 100%

5,00,000 9% Redeemable Preference Shares of Rs 100 each fully paid

5,00,000 Preference Shares of Rs.100 each fully paid, during the year

NIL (Previous year Rs.5 Cr)

Particulars

Duringing the year -cancelled consequent to the schme of demerger

Equity Shares: The Company has only one class of Equity shares having a par value of Rs. 10 per share. Each Share holder is

eligible for one vote per share held. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets

of the Company, after distribution of all the preferential amounts, in proportion to their share holding.

(Pursuant to the Scheme of Arrangement sanctioned by the Honourable

High Court of Bombay vide its Order dated 8th January 2016, the above

shares shall stand cancelled without any consideration to Preference

shareholder and shall be utilized to adjust the Debit balance in Profit &

Loss Statement of the Company to extent of Paid up Value for such

Shares.)


Note No. 3: Reserves And Surplus


Surplus in the Statement of Profit and Loss

Balance as at the beginning of the period (1,760.78) (907.20)

500.00

(1,260.78)

1,193.87

(66.91)

Add : Loss for the period (40.02) (853.58)

Balance as at the end of the period (106.93) (1,760.78)

Total (106.93) (1,760.78)

Note:

Note No. 4: Long Term Provision (Rupees in Lakhs)


1 Provision for Employee Benefits:

(a) Gratuity (Refer Note No.30) 0.00 16.31

(b) Unavailed Leave 0.00 4.05

Total 0.00 20.36

Note No. 5: Short Term Borrowings (Rupees in Lakhs)


1 Unsecured

Term loan from Bank (Refer Note No. 5.1) - 2000.00

2 Loans And Advances From Related Parties

Unsecured - Advance from Holding Company 486.55 1528.02

Total 486.55 3,528.02

Note : Consequent to the scheme of Demerger , the Term Loans has been transferred to Godrej Agrovet Ltd.

Note No. 6: Trade Payables (Rupees in Lakhs)


(i)

- -

Total - -

(ii)

1 Related Parties - -

2 Other than Related Parties 4.82 896.14

3 Acceptances 209.41 941.10

Total 214.23 1,837.24

* Pursuant to the Scheme of Arrangement sanctioned by the Honourable High Court of Bombay dated 8th January 2016, 8% Preference

Shares shall stand cancelled without any consideration to Preference shareholder and shall be utilized to adjust the Debit balance in Profit &

Loss Statement of the Company to extent of Paid up Value for such Shares.

** Pursuant to the Scheme of Arrangement sanctioned by the Honourable High Court of Bombay dated 8th January 2016, the book value

of Net Assets pertaining to demerged undertaking is been credited to Capital Reserve and adjusted against the debit balance in Profit &

Loss account.

Outstanding dues to creditors other than Micro and Small Enterprises

Particulars

Particulars

Less: Cancellation of 9% Preference Shares Pursuant to the Scheme of

Arrangement*

Less: Adjustemnt of Capital Reserve created Pursuant to the scheme of

Arrangement**

Particulars

Particulars

Note No. 6.1: Under the Micro and Small Enterprises Development Act 2006, which came into force from October 2, 2006, certain

disclosures are required to be made relating to Micro and Small Enterprises. The Company had requested to all the Vendors about the

coverage under the Act. However, confirmation has been received from only few vendors and disclosure is made only in respect of those

vendors.

Outstanding dues to Micro and Small Enterprises

(Refer Note No. 6.1)


Note No.7: Other Current Liabilities (Rupees in Lakhs)


1 Advances from Customers (Refer Note No.7.1) 17.79 374.51

2 Other Payables

(a) Employee Deductions - 2.58

(b) Statutory Liabilities 0.27 10.47

(c) Security Deposit - 68.36

(d) Non Trade Payables 1.88 6.99

(e) Other Liabilities 5.30 35.92

Total 25.24 498.83

Note No. 8: Short Term Provisions (Rupees in Lakhs)


1 Provision for Employee Benefits:

(a) Provision for Bonus - 44.02

(a) Gratuity - 0.15

(b) Unavailed Leave - 1.40

Total - 45.57

Particulars

The space has been intentionally left blank

Particulars

Note No. 7.1: There is no amount due and outstanding to be credited to the Investor Education & Protection Fund in respect of matured, but

unclaimed Fixed Deposits / Loans and any unclaimed interest.


Note No. 10: Deferred Tax Assets (Net) (Rupees in Lakhs)


1 Deferred Tax Assets

(a) Carry Forward unabsorbed Losses / Depreciation (Refer Note No. 10.1) - -

(b) Others - -

2 Deferred Tax Liabilities

(a) Depreciation on Fixed Assets - -

Deferred Tax Assets (Net) - -

Note No. 11: Long Term Loans And Advances (Rupees in Lakhs)


Unsecured and Considered Good (unless otherwise stated)

1 Deposits - -

2 Prepaid Expenses - 38.23

Total - 38.23

Note No. 12: Inventories (Rupees in Lakhs)


1 Raw Material 10.89 220.29

2 Work-In-Progress (Refer Note 19.1) 0.00 2,302.30

3 Finished Goods (Refer Note 19.1) 0.00 713.45

4 Traded products (Refer Note 19.1 ) 361.20 178.10

Total 372.09 3,414.14

Note No. 13: Trade Receivables (Rupees in Lakhs)


1

(i) Secured and considered good - 8.05

(ii) Unsecured and considered good(Refer Note No.13.1) 75.71 95.94

(iii) Considered Doubtful 7.24 42.00

82.95 145.99 Less : Provision for doubtful debts 7.24 42.00

Total 75.71 103.99

2 Other Receivables

(i) Secured and considered good - 60.31

(ii) Unsecured and Considered Good 161.12 764.70

Total 161.12 825.01

Total Trade Receivables 236.83 929.00

Particulars

Particulars

Particulars

Note. No.13.1 Secured by security deposits collected from customers

Outstanding for period exceeding six months from the date they are due for

payment

Note No. 10.1: In the absence of virtual certainty of future taxable income in accordance with Accounting Standard Interpretation (ASI) 9,

on "Virtual Certainty supported by convincing evidence", issued by the Institute of Chartered Accountants of India. The Company has not

recognised Deferred Tax asset during the period.

Particulars

Note : Consequent to the scheme of Demerger , the processing and other activities of non tradingproducts and its respective inventory has

been transferred to Godrej agrovet Ltd.


Note No. 14: Cash And Cash Equivalents (Rupees in Lakhs)


1 Cash on Hand - 0.15

2 Balance with Banks

Current Account 2.77 11.75

Total 2.77 11.90

Note No. 15: Short Term Loans And Advances (Rupees in Lakhs)


Unsecured and Considered Good (unless otherwise stated)

1 Advances to Suppliers / Service Providers 13.40 146.54

2 Prepaid Expenses - 17.32

Total 13.40 163.86

Particulars

Particulars



Note No. 16: Revenue From Operations (Rupees in Lakhs)


1 Sale of Products (Refer Note No. 16.1) 367.90 2,826.75

2 Other Operating Revenue

Sale of Scrap - 13.07

Total 367.90 2,839.82

Note No. 16.1: Details of sale of Major Products

Hybrid Seeds -

(a) Maize - 1,720.16

(b) Paddy - 407.47

(c) Bajra 274.54 304.23

(d) Mustard 74.61 75.03

(e) SSG/others 18.75 319.86

Total 367.90 2,826.75

Note No. 17: Cost of Materials Consumed (Rupees in Lakhs)


Cost of Raw Material Consumed

(a) Raw Material Stocks at the Commencement of the Year 220.29 103.65

Less: Transferred to Godrej Agrovet Ltd on account of demerger of the company (220.29)

(b) Add : Purchases 15.18 2,460.88

15.18 2,564.53

(c) Less: Raw Material Stocks at the Close of the Year 10.89 220.29

Total Cost of Raw Material Consumed (Refer Note No. 18.1) 4.29 2,344.24

2 Purchase of Traded Products 422.12 430.43

Total 426.41 2,774.67

(Rupees in Lakhs)

Note No. 17.1: Details of Raw Materials Consumed Current Year Previous Year

(a) Parent Seeds - 299.96

(b) Field Received Seeds - 1,779.61

(a) Others 4.29 264.67

Total 4.29 2,344.24

Note No. 18: Details of Purchases of Traded Products (Rupees in Lakhs)


Hybrid Seeds 422.12 430.43

Total 422.12 430.43

Particulars

Particulars

Particulars


Note No. 19: Changes In Inventories of Finished Goods, Work-In-Progress and Traded Products (Rupees in Lakhs)


1 Stocks at the Commencement of the Year

(a) Finished Goods 713.45 1,149.66

(a) Work-In-Progress 2,302.30 401.40

Less: Transferred to Godrej Agrovet Ltd on account of demerger of the company (3,015.75)

(c) Traded Products 178.10 57.12

Total Stock at the commencement of the Year 178.10 1,608.18

2 Less : Stocks at the Close of the Year (Refer Note No. 20.1)

(a) Finished Goods - 713.45

(b) Work-In-Progress - 2,302.30

(c) Traded Products 361.20 178.10

Total Stock at the close of the Year 361.20 3,193.85

Change in the stock of Finished Goods, Work in Progress, Traded Products (183.10) (1,585.66)

Note No. 19.1: Details of Stocks at the Close of the year

(a) Finished Goods

Hybrid Seeds - 713.45

- 713.45

(b) Work-In-Progress

(i) Parent Seeds under Cultivation - 107.72

(ii) Traded Products 361.20 178.10

(iii) Field Received Seeds - 2,194.58

361.20 2,480.40

Total 361.20 2,480.40

Note No. 20: Employee Benefit Expenses (Rupees in Lakhs)


1 Salaries, Wages, Gratuity, Bonus and Allowances 26.83 693.96

2 Contribution to Provident and Other Funds - 41.95

3 Staff Welfare Expense 0.04 17.56

Total 26.87 753.47

Note No. 21: Finance Costs (Rupees in Lakhs)


1 Interest Expense:

(a) Paid to Banks - 150.73

(b) Others 29.01 134.29

Total 29.01 285.02

Particulars

Particulars

Particulars


Note No. 22: Other Expense (Rupees in Lakhs)


1 Stores and Spares Consumed - 5.20

2 Power and Fuel 2.30 25.25

3 Processing Charges 2.33 566.85

4 Rent 19.63 108.81

5 Rates & Taxes 0.31 1.89

6 Repairs and Maintenance - Other assets - 18.62

7 Insurance 0.23 4.51

8 Auditors Remuneration 3.65 3.85

9 Freight 12.94 191.81

10 Access Fees paid - 16.00

11 Advertisement, Selling and Distribution Expenses 26.92 219.28

12 Provision for doubtful debts (0.44) (3.67)

13 Bad Debt Written off 7.85 29.12

14 Postage Telephone and Stationeries 2.92 23.56

15 Research Expenses - 50.69

16 Conveyance & Travelling Expenses 28.16 145.12

17 Legal & Professional Fees 0.14 2.46

18 Miscellaneous Expenses 1.79 37.05

Total 108.73 1,446.40

Note No. 22.1: Auditor's Remuneration (Rupees in Lakhs)

Current Year

a. Audit Fees 2.76 2.11

b. Tax Audit Fees 0.52 0.56

c. Taxation matters 0.37 1.18

Total 3.65 3.85


Particulars

Particulars

GODREJ SEEDS AND GENETICS LIMITED Annual Account 2015-16

(Rupees in Lakhs)


A. Cash Flow from Operating Activities :

Net Profit Before Taxes (40.02) (853.58)

Depreciation - 19.51

Interest expenses 29.01 285.02

Employ ee Cost (Issue of Sweat equity Shares)

29.01 304.53

Operating Profit Before Working Capital Changes (11.00) (549.05)

Adjustments for:

Inventories (193.99) (1,702.31)

Trade Receivables 10.00 (260.79)

Long Term Loans and Advances and Other Non-current Assets - 1.48

Short Term Loans and Advances and Other Current Assets (13.40) (56.41)

Trade Pay ables 19.13 843.53

Long Term Provisions and Other Long Term Liabilities - 8.60

Short Term Provisions and Other Short Term Liabilities 4.29 (15.56)

(173.97) (1,181.47)

Cash Generated from Operations (184.96) (1,730.52)

Direct Taxes paid (net of refund received) - -

Net Cash Flow from Operating Activities (184.96) (1,730.52)

B. Cash Flow from Investing Activities :

Acquisition of fixed assets - (69.10)

Net Cash used in Investing Activities before extraordinary item - (69.10)

Proceeds from Extraordinary Items;

Net Cash Flow from Investing Activities - (69.10)

C. Cash Flow from Financing Activities :

Proceeds from Short Term Borrowings 216.75 2,067.48

Interest expenses (29.01) (285.02)

Proceeds from sale of Investments - -

Net Cash Flow from Financing Activities 187.74 1,782.46

Net increase in Cash and Cash equivalents 2.77 (17.15)

Cash and Cash equivalents (Opening balance) 11.90 29.05

Less: transferred to Godrej Agrovet Ltd on account of Arrangement of the company (11.90)

Cash and Cash equivalents (Closing balance) 2.77 11.90

11.90

NOTES:

a.b.

c. Figures for the previous y ear have been regrouped/restated wherever necessary to confirm to this y ear's classification.

For KALYANIWALLA & MISTRY For and on behalf of the Board of Directors

CHARTERED ACCOUNTANTS of Godrej Seeds and Genetics Limited

FRN No. 104607W



M. No: 034755 DIN : 01811708 DIN: 00294803


Date:15.04.2016 Date:13.04.2016 Date:13.04.2016

Cash Flow Statement For The Year Ended March 31, 2016

The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard (AS) 3 on “Cash Flow

Figures in brackets are outflows/deductions.

GODREJ SEEDS AND GENETICS LIMITED Annual Accounts 2015-16

Note No. 23: Earnings Per Share (Rupees in Lakhs)

Particulars Current Year Previous Year

1 Weighted average number of equity shares outstanding - Basic 60,000 60,000

2 Net loss after tax (Rs Lac) (40) (854)

3 Earnings per share Basic (Rs.) (66.70) (1,423)

4 Weighted average number of equity shares outstanding - Diluted 60,000 60,000

5 Earnings per share Diluted (Rs.) (66.70) (1,423)

6 Nominal Value of Shares (Rs.) 10 10

Note No. 24: Lease taken by the Company

Operating Lease:

a.

(Rupees in Lakhs)


Future lease commitments

- Within one year 10.33

- Later than one year and not later than five years 23.40

- Later than five years - -

b. Lease payments recognised in the statement of Profit & Loss for the period :

Minimum lease payments - 11.87

Note No. 25: Expenditure/(Earnings) in Foreign Currency (Rupees in Lakhs)

Particulars


Research Expenses - 22.44

Travelling Expenses - 0.22

Total - 22.66

Note No. 26: Value of Consumption of Raw Materials and Spares (Rupees in Lakhs)

Particulars

Current Year

%

Previous Year

%

Raw Materials

i Imported (including duty content) - - - -

ii Indigenous 426.41 100.00 2,344.24 100.00

426.41 100.00 2,344.24 100.00

The Company’s lease arrangements are in respect of operating leases for premises occupied by the Company. These lease

arrangements are cancellable, and are renewable on a periodic basis by mutual consent on mutually acceptable terms.

The total of future minimum lease payments under cancellable operating leases for each of the following periods :

Note : Consequent to the scheme of Arrangement, all the Lease Land has been trasferred to Godrej Agrovet Limited during

the year , hence there is no lease rent expense in the books of Godrej Seeds & Genetics Ltd..


Note No. 27: Micro, Small and Medium Enterprises Development Act, 2006 (Rupees in Lakhs)


- -

- -

- -

- -

- -

- -

Note No. 28: Balance confirmation

(i) Principal amount remaining unpaid to any supplier as at the end of the

accounting year

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of

information collected by the Management. During the current year the are no transaction with such parties. This has been

relied upon by the auditors.

(ii) Interest due thereon remaining unpaid to any supplier as at the end of the

accounting year

(iii) The amount of interest paid along with the amounts of the payment made to

the supplier beyond the appointed day

(iv) The amount of interest due and payable for the year

(v) The amount of interest accrued and remaining unpaid at the end of the

accounting year(vi) The amount of further interest due and payable even in the succeeding year,

until such date when the interest dues as above are actually paid

Current Assets, Loans and Advances, Deposits and Sundry Creditors are subject to confirmation / reconciliation and

consequential adjustments, if any.



Note No. 29: Employee Benefits

Contribution to Gratuity Fund

(Rupees in Lakhs)


(a) Change in Present Value of Obligation

Present value of the obligation at the beginning of the year 8.19

Current Service Cost 2.83

Interest Cost 0.77

Actuarial (Gain) / Loss on Obligation 4.67

Benefits Paid

Present value of the obligation at the end of the year - 16.46

(b) Change in Plan Assets

Fair value of Plan Assets at the beginning of the year - -

Expected return on Plan Assets - -

Actuarial (Gain) / Loss on Plan Assets - -

Contributions - -

Benefits Paid - -

Fair value of Plan Assets at the end of the year - -

(c) Amounts Recognised in the Balance Sheet:

Present value of Obligation at the end of the year - 16.46

Fair value of Plan Assets at the end of the year - -

Net Obligation at the end of the year - 16.46

(d) Net gratuity cost for the year ended 31st March 2015

Current Service Cost - 2.83

Interest cost on Obligation - 0.77

Expected return on Plan Assets - -

Net Actuarial (Gain) / Loss recognised in the year - 4.67

Net gratuity cost - 8.27

(e) Actuarial Assumptions

Discount Rate 7.92%

Expected Rate of Return on Plan Assets 0.00%

Salary Escalation Rate 5.00%


The Company makes provision for Gratuity in the books of accounts for qualifying employees. Gratuity is payable to all

eligible employees on superannuation, death or on separation/termination in terms of the provisions of the Payment of

Gratuity Act or as per the Company's policy whichever is beneficial to the employees.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company's financial

statements as at 31st March, 2015

The estimates of future increment in salary of employees are considered in actuarial valuation by taking into account

inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Note : Consequent to the scheme of Arrangement, all the Employees of Godrej Seeds and Genetics Limited eligible for

Employee Benefits are transferred to Godrej Agrovet Ltd- Seed Division Payroll. Hence, there are no Employee Benefit

expenses in the book of Godrej Seeds and Genetics Ltd.


14. Godrej Greenview Housing Private Limited ( a subsidiary w.e.f 15th May, 2015)

13. Godrej Hillside Properties Pvt. Ltd.

12. Godrej Home Developers Pvt. Ltd.

11. Godrej Green Homes Ltd.

10. Godrej Landmark Redevelopers Pvt. Ltd.

9. Godrej Garden City Properties Pvt. Ltd.

8. Godrej Premium Builders Pvt. Ltd. (merged with Godrej Properties Limited w.e.f. August 21, 2015)

7. Godrej Redevelopers (Mumbai) Pvt. Ltd. (a subsidiary of GPDPL)

6. Godrej Projects Development Pvt. Ltd. (GPDPL)

5. Godrej Buildcon Pvt. Ltd.

4. Godrej Buildwell Pvt. Ltd. (merged with Godrej Properties Limited w.e.f. April 29, 2015)

3. Happy Highrises Ltd.

2. Godrej Real Estate Pvt. Ltd.

Note No. 30: RELATED PARTY DISCLOSURES

1.Relationships:

(i) Holding Companies:

(ii) Fellow Subsidaries:

A. Subsidiaries of GAVL:

D. Subsidiaries of GPL:

1. Godrej Realty Pvt. Ltd.

6. Godrej International Trading & Investments Pte Ltd. (Incorporated in Singapore)

7. Godrej International Ltd. (Labuan Malaysia)

1. Godrej Agrovet Ltd. (GAVL)

2. Godrej Properties Ltd. (GPL)

3. Ensemble Holdings & Finance Ltd.

4. Godrej International Ltd. (incorporated in the Isle of Man)

5. Natures Basket Ltd.

Related party disclosures as required by AS - 18, "Related Party Disclosures", are given below "

Godrej Agrovet Limited (GAVL) holds 90% Equity Shareholding in the Company. GAVL is the subsidiary of

Godrej Industries Limited and Godrej Industries Limited is a subsidiary of Godrej & Boyce Manufacturing

Company Limited, the Ultimate Holding Company.

1. Godvet Agrochem Ltd.

2. Astec LifeSciences Ltd. (a subsidiary w.e.f. 6th November, 2015)

3. Behram Chemicals Private Limited ( a subsidiary of Astec LifeSciences Ltd.)

4. Astec Europe Sprl (a subsidiary of Astec LifeSciences Ltd.)

5. Comercializadora Agricola Agroastrachem Cia Ltda (a subsidiary of Astec LifeSciences Ltd.)

6. Astec Crop Care Private Limited (a subsidiary of Astec LifeSciences Ltd. upto 17th February, 2016)7. Creamline Dairy Products Ltd. (a subsidiary w.e.f. 21st December, 2015)

8. Nagavalli Milkline Pvt. Ltd. (a subsidiary of Creamline Dairy Products Ltd.)

B. Subsidiaries of Godrej & Boyce Mfg. Co. Ltd.:

10. East View Estates Pvt. Ltd. (a wholly-owned subsidiary)

C. Subsidiaries of Godrej Industries Ltd.(GIL) :

1. Godrej Infotech Ltd.

2. Godrej (Malaysia) Sdn. Bhd. (incorporated in Malaysia)

5. Busbar Systems (India) Ltd (a wholly-owned subsidiary)

3. Godrej (Singapore) Pte. Ltd. (incorporated in Singapore)

4. Veromatic International BV (incorporated in the Netherlands)

6. Mercury Mfg. Co. Ltd. (a wholly-owned subsidiary)

7. Godrej Americas Inc. (a wholly-owned subsidiary incorporated in the USA)

8. First Rock Infrastructures Pvt. Ltd. (a wholly-owned subsidiary)

9. MiracleTouch Developers Pvt. Ltd. (a wholly-owned subsidiary)

11. India Circus Retail Pvt. Ltd. (a subsidiary w.e.f. 16th December, 2015)


34. Laboratoria Cuenca S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

33. Argencos S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

32. Panamar Produccioness S.A (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

31. Godrej Netherlands Argentina BV (incorporated in the Netherlands) (a subsidiary of Godrej Argentina Dutch

30. Godrej Netherlands Argentina Holding BV . (incorporated in Netherlands) (a subsidiary of Godrej Argentina

29. Godrej Argentina Dutch Cooperatief UA (incorporated in Netherlands) (a subsidiary of Godrej

28. PT Sarico Indah (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

27. PT Indomas Susemi Jaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings

26. PT Ekamas Sarijaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands)

25. PT Intrasari Raya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

24. PT Megasari Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands)

23. Godrej Consumer Holdings (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej

22. Godrej Consumer Products (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej

21. Godrej Consumer Products Dutch Cooperatief UA, (incorporated in the Netherlands) (a subsidiary of Godrej

20. Indovest Capital Ltd. (incorporated in Malaysia) (a subsidiary of Godrej Consumer Products Holding

19. Godrej Nigeria Ltd. (incorporated in Nigeria) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)

18. Kinky Group (Proprietary) Ltd. (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)

17. Plasticos Nacional, (incorporated in Chile) (a subsidiary of Cosmetica Nacional)

16. Cosmetica Nacional, (incorporated in Chile) (a subsidiary of Godrej Holdings (Chile) Limitada)

15. Godrej Holdings (Chile) Limitada, (incorporated in Chile) (a subsidiary of Godrej Consumer Investments

14. Godrej Mideast Holdings Limited (Incorporated in Dubai) (a 100 % subsidiary of Godrej Indonesia IP

13. Godrej Consumer Investments (Chile) Spa, (incorporated in Chile) (a subsidiary of Godrej Netherlands BV)

12. Godrej Consumer Products (UK) Ltd. (a subsidiary of Godrej UK Ltd.)

11. Godrej West Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa

10. Godrej Mauritius Africa Holdings Ltd. (incorporated in Mauritius)

9. Godrej Consumer Products Bangladesh Ltd. (incorporated in Bangladesh)

8. Godrej Household Products Bangladesh Pvt. Ltd. (incorporated in Bangladesh)

7. Godrej Household Products Lanka (Private) Ltd. (incorporated in Sri Lanka)

6. Godrej Consumer Products Holding (Mauritius) Ltd. (incorporated in Mauritius)

5. Godrej Consumer Products Mauritius Ltd.

4. Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.) (a subsidiary of Godrej Consumer Products

3. Godrej UK Ltd. (a subsidiary of Godrej Netherlands BV)

2. Godrej Netherlands BV (incorporated in the Netherlands)

1. Godrej South Africa (Proprietary) Ltd. (formerly, Rapidol (Pty) Ltd.) (incorporated in South Africa)

I. Subsidiaries and Sub-subsidiaries of GCPL:

2. Godrej One Premises Management Private Limited (w.e.f 22nd July, 2015)

1. Godrej Consumer Products Ltd. (GCPL)

H. Other Subsidiaries (where the Company owns directly and/or indirectly through one or more

2. Prowama Trading BV (incorporated in the Netherlands) (formerly Water Wonder Benelux BV) liquidated on

1. Veromatic Services BV (incorporated in the Netherlands)

E. Subsidiaries of Godrej Infotech Ltd. :

Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA)

19. Godrej Genesis Facilities Management Private Limited ( a subsidiary of Happy Highrises Ltd w.e.f 19th

18. Wonder Projects Development Private Limited ( a subsidiary w.e.f 24th June, 2015)

17. Godrej Highrises Properties Private Limited ( a subsidiary w.e.f 26th June, 2015)

16. Godrej Investment Advisers Private Limited ( a subsidiary w.e.f 29th October 2015)

15. Godrej Prakriti Facilities Private Limited ( a subsidiary of Happy Highrises Ltd.w.e.f 9th June, 2015)

Godrej Infotech (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)

LVD Godrej Infotech NV (a subsidiary incorporated in Belgium)

F. Subsidiaries of Godrej (Singapore) Pte. Ltd.:

1. JT Dragon Pte. Ltd. (Incorporated in Singapore)

2. Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam) (a wholly owned subsidiary of JT Dragon Pte. Ltd.)

G. Subsidiaries of Veromatic International BV:


28. Proboscis Inc., USA

27. Anamudi Real Estates LLP

26. Future Factory LLP

25. Urban Electric Power LLC

24. Sheetak Inc.

23. Crop Science Advisors LLP

22. Caroa Properties LLP

21. Amitis Developers LLP

20. Godrej Project Developers & Properties LLP (w.e.f 16th June, 2015)

19. Godrej Highrises Realty LLP (w.e.f 22nd April, 2015)

18. Godrej Developers & Properties LLP (w.e.f 22nd April, 2015)

17. Godrej Land Developers LLP (w.e.f 22nd April, 2015)

16. Godrej Construction Projects LLP

15. Godrej Housing Projects LLP

14. Oasis Landmarks LLP

13. M S Ramaiah Ventures LLP

12. Godrej SSPDL Green Acres LLP

11. Oxford Realty LLP

10. Dream World Landmarks LLP

9. Mosaic Landmarks LLP

8. Godrej Property Developers LLP

7. Godrej Vikhroli Properties LLP

6. SVC Enterprise LLP

5. NBG Enterprise LLP

4. ABG Venture LLP

3. RKN Enterprise LLP

2. JNG Enterprise LLP

1. Godrej & Boyce Enterprises LLP

(iii) Other Associates :

62. Godrej SON Holdings Inc. (Incorporated in USA) (w.e.f. 24th March, 2016)

61. Hair Credentials Zambia Limited (w.e.f 23rd December 2015)

60. Godrej Household Insecticide Nigeria Ltd. (w.e.f 12th January, 2016)

59. Godrej Hair Care Nigeria Limited (w.e.f 12th January, 2016)

58. DGH Angola (name changed from Godrej Megasari Holdings)

57. Charm Industries Ltd. (w.e.f. 14th August, 2015)

56. Belaza Mozambique LDA (w.e.f 30th April, 2015)

55. Frika Weave (Pty) Ltd. (incorporated in South Africa) (a subsidiary of Godrej Mauritius Africa Holdings

54. Godrej Indonesia IP Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products

53. Godrej Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings

52. Darling Trading Company Mauritius Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa

51. Godrej Consumer Products US Holding Limited (Incorporated in Mauritius) (w.e.f. 29th March, 2016)

50. Weave Ghana Ltd. (incorporated in Ghana) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)

49. Sigma Hair Ind Ltd. (incorporated in Tanzania) (a subsidiary of DGH Tanzania Ltd.)

48. DGH Tanzania Ltd (incorporated in Tanzania) (a subsidiary of Godrej Tanzania Holdings Ltd.)

47. Godrej Tanzania Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)

46. DGH Phase Two Mauritius (incorporated in Mauritius) (a subsidiary Godrej East Africa Holdings Ltd.)

45. Style Industries Ltd. (incorporated in Kenya) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)

44. Godrej East Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products

43. Weave Mozambique Limitada (incorporated in Mozambique) (a subsidiary of Godrej West Africa Holdings

42. Hair Trading (Offshore) S. A. L. (incorporated in Lebanon) (a subsidiary of Weave Trading Mauritius Pvt

41. Weave Trading Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa

40. Weave IP Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej West Africa

39. Lorna Nigeria Ltd (incorporated in Nigeria) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)

38. Subinite Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej West Africa Holdings Ltd.)

37. Consell S.A . (incorporated in Argentina) (a subsidiary of Laboratoria Cuenca S.A.)

36. Issue Group Brazil Ltda. (incorporated in Brazil) (a subsidiary of Godrej Netherlands Argentina BV)

35. Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)


2. The following transactions were carried out with the related parties in the ordinary course of business:

(i) Details relating to parties (i) & (ii) above (Rupees in Lakhs)

Sr. No Nature of Transactions Current Year Previous Year

Sr. Holding Holding

No. Nature of Transactions Companies Companies

(i) (i)

1 Purchase of Fixed Assets - 1.03

2 Expenses charged by other companies 26.83 556.44

3 Purchase of Material 1.87 -

3 Interest Expenses on Advances 29.01 129.50

4 Share capital infusion - -

4 Outstanding Payables 486.55 1,528.02

5 Managerial Remuneration - 85.10

3. Significant Related Party Transactions :

(Rupees in Lakhs)

Sr. No. Nature of Transaction Current Year Previous Year

1 Purchase of Fixed Assets

Godrej & Boyce Mfg Co Limited - -

Godrej Agrovet Ltd - 1.03

2 Expenses charged by other companies

Godrej Agrovet Ltd 26.83 556.38

Godrej & Boyce Mfg Co Limited 0.06

Godvet Agro chem Ltd - -

3 Purchase of Material

Godrej Agrovet Ltd 1.87 -

3 Interest expense on Advances

Godrej Agrovet Ltd 29.01 129.50

4 Outstanding Payables

Godrej Agrovet Ltd 486.55 1,528.02

5 Managerial Remuneration

Mr. Dharmender Kumar (KMP) - 85.10

Note No. 31:

Mr. Dharmender Kumar - Whole Time Director

(iv) Key Managerial Personnel:

Related party disclosures as required by AS - 18, "Related Party Disclosures", are given below "

Note : Consequent to the Scheme of Arrangement, the Managerial Remuneration is paid by GAVL directly as the director is under the

Consequent to the scheme of Arrangement of the non trading business of the company w.e.f. April 1, 2015, the figures for the year ended

March 31, 2016, the figures are not comparable with the corresponding figures disclosed under previous year ended March 31, 2015.

Furthur more, the figures of the previous year have been regrouped/ rearranged wherever necessary, to confirm to the current year's

classification.


Note No. 32: Scheme of Arrangement (De-merger) between the Company and Godrej Agrovet Limited

Particulars

Rupees in Lakhs

as on April 1, 2015

LIABILITIES

Shareholder's Funds

Preferance Share Capital

Reserves and Surplus

Non Current Liabilities

Long Term Provisions 20.36

Current Liabilities

Short Term Borrowings 3,258.22

Trade Payables 1,642.14

Other Current Liabilities 477.88

Short Term Provisions 45.57

TOTAL LIABILITIES (A) 5444.16

ASSETS

Non Current Assets

Fixed Assets 118.11

Long Term Loans and Advances 38.23

Current Assets

Inventory 3236.04

Trade Receivables 682.16

Cash and Cash Equivalents 11.90

Short Term Loans and Advances 163.86

TOTAL ASSETS (B) 4250.31

Net Assets (B-A) -1193.86

As per our Report of even date

For KALYANIWALLA & MISTRY

CHARTERED ACCOUNTANTS

FRN No. 104607W



M. No: 034755 DIN : 01811708 DIN: 00294803


Date: 15.04.2016 Date:13.04.2016 Date:13.04.2016

Notes to Financial Statements

For and on behalf of the Board of Directors

of Godrej Seeds and Genetics Limited

The Following assets and liabilities balance as on 31st March 2015 has been vested into the resulting company from Godrej seeds and Genetics

Limited with effect from April 1, 2015.

The Net assets relating to the Non- Trade Seed Division amounting to Rs .11.93 crores divested into the resulting Company as at 31st March,

2015 pursuant to scheme of arrangement has been credited to the Capital Reserve account as per the terms of the Scheme.

The Company ( Demerged Company ) had entered into the Scheme of Arrangement (‘the Scheme) with Godrej Agrovet Limited (“ the

Resulting Company “, Agrovet) to demerge the Non-Trading Seed Division into Godrej Agrovet to form a new Seeds Division. Since Godrej

Agrovet Limited is a diversified, Research & Development backed agri-business company, dedicated to improving the productivity of Indian

farmers by innovating products and services that sustainably increase crop and livestock yields, Godrej Seeds and Genetics Limited is demerged

with the primary objective to further develop and market hybrid seeds across corn, bajra, rice and other crops. There is tremendous potential for

growth in this business, since crop yields in India are significantly lower, compared to global standards.

The Scheme Provides for Cancellation of Preference Shares issued by demerged company as 100% Preference Shares are held by resulting

company and also 90% Equity Shares are held by resulting company in the demerged company, such cancellation is in order to adjust against

the debit balance in the Statement of Profit and Loss of the demerged company. In consideration for the vesting of the Non-Trade business

intoGodrej Agrovet Limited as per the terms of the Scheme, each Equity Share holder of the demerged company shall receive One fully paid up

8% Preference Share of face value of Rs.10/- each in the resulting company for every One fully paid up Equity Share of Rs.10/- each held in the

demerged company.

The Scheme was approved by the Honourable High Court of Bombay on January 8th,2016 .The Company has filed the order approved by the

High Court with Registrar of Companies ,Mumbai (ROC) on February 9th,2016 .The ROC had approved the said Arrangement confirmation

for same received on March 1st,2016 .The Scheme has accordingly been given effect in these financial statement with effect from April 1,

2015.

Signatures to Balance Sheet, Profitand Loss Account and


Godrej Seeds & Genetics Ltd.

NOTES TO FINANCIAL STATEMENTS

Note No. 1(a): General Information

Godrej Seeds and Genetics Ltd. ("the Company") is a public limited company, which is domiciled and incorporated in the Republic of India.

The Company, subsidiary of Godrej Agrovet Limited was incorporated under the Companies Act, 1956 on 6th June 2011. The principal

activities include cultivation and marketing of high quality Hybrid Seeds.

Note No. 1(b): Basis of preparation of financial statements

1 Accounting Convention

The financial statements are prepared under the historical cost convention and on the 'going concern basis', with revenues recognised and

expenses accounted on their accrual in accordance with the generally accepted accounting principles, and in compliance with the applicable

Accounting Standards and other requirements of the Companies Act,2013.

2 Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the management to make

estimates and assumptions that affect the reported balances of assets and liabilities as of the date of the financial statements and reported

amounts of income and expenses during the period. Management believes that the estimates used in the preparation of financial statements

are prudent and reasonable. Actual results could differ from the estimates.

Note No. 1(c): Scheme of Demerger

The Board of Directors of the Company at its meeting held on May 19, 2015 had approved a Scheme of Arrangement/Demerger between

Godrej Seeds & Genetics Limited and Godrej Agrovet Limited, and their respective shareholders which inter alia envisaged demerger of the

Non Trade Seed Division along with related assets and liabilities with effect from April 1, 2015,in accordance with the provisions of the

Companies Act,2013.

The above scheme has received the approval of the Bombay High court vide its order on January 8th, 2016. Consequently, the assets and

liabilities which vest with Godrej Seeds & Genetics Limited pertaining to Non Trade Seeds business have been excluded from the balance

sheet of the Company as they have been transferred to the resulting company Godrej Agrovet Limited (Seeds Division on January 31, 2016).

Note No. 1(d): Significant Accounting Policies

3 Fixed Assets

Fixed assets have been stated at cost and include incidental and / or installation / development expenses incurred in putting the asset to use.

After the demerger all the Fixed Assets have been transferred to the books of Godrej Agrovet Ltd with effect from 1st april 2015, Hence there

are no Fixed Assets in the current year.

4 Impairment of Assets

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, the recoverable amount is estimated as the net selling price or value in use, whichever is higher.

Impairment loss, if any, is recognized whenever carrying amount exceeds the recoverable amount.

5 Borrowing Costs

Interest and commitment charges incurred in connection with borrowing of funds, which are directly attributable to the acquisition,

construction or production of an asset that necessarily takes substantial period of time to get ready for its intended use upto the time the said

asset is put to use are capitalised, as a part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which

they are incurred.

6 Depreciation /Amortisation

(a) The Company has grouped additions and disposals in appropriate time periods of a month for the purpose of charging pro rata

depreciation in respect of additions and disposals of its assets keeping in view the materiality of the items involved.

(b) Depreciation is provided on the estimated useful life as specified in Part C of Schedule II to the Companies Act, 2013, except for

computer hardware which is depreciated over its estimated useful life of four years and Plant and Machinery is depreciation over its estimated

useful life of twenty years, as per Internal Policy of the company.

Salvage value for all the assets has been considered at five percent except for the Computers, due to Internal Policy followed by the Company.

Assets having value of less than Rs.5000 have been fully depreciated as per Internal Policy of the Company. After demerger, Since there are

no Fixed Asset in the book of GSGL, there is no depreciation expenses for the year.


7 Inventories

Raw materials and Stock-in-Trade are valued at weighted average cost. Finished goods and Work-in-Progress are valued at lower of cost and

net realisable value. These costs include cost of conversion and other costs incurred in bringing the inventories to their present location and

condition.

8 Provisions and Contingent Liabilities

Provisions are recognised in the accounts in respect of present probable obligations, 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.

9 Revenue Recognition

Revenue is recognised when goods are despatched to external customers and are recorded at net of returns, sales tax, rebates, etc.

10 Research and Development Expenditure

Revenue expenditure on Research and Development is charged to Statement of Profit and Loss of the period in which it is incurred.

11 Retirement & other Employee Benefits

i) Short-term employee benefits (payable wholly within twelve months of rendering the service):Short-term benefits such as salaries, wages, etc., are determined on an undiscounted basis and recognised in the period in which the employee

renders the related service.

ii) Post-employment benefits:

Defined Contribution Plans: The Company's contributions paid / payable to Regional Provident Fund , Superannuation Fund, Employees State

Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes

and are recognised as expense in the Statement of Profit and Loss during the period in which the employee renders the related service. There

are no further obligations other than the contributions payable to the approved trusts / appropriate authorities.

Defined Benefit Plans: The Company's gratuity and leave encashment/long-term compensated absences schemes are defined benefit plans.

The Company's liability for the defined benefit schemes is actuarially determined based on the projected unit credit method. The Company's

net obligations in respect of such plans is calculated by estimating the amount of future benefit that the employees have earned in return for

their services and the current and prior periods that benefit is discounted to determine its present value and the fair value of the plan asset is

deducted. Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss.

The company's contribution to the Provident Fund Trust as established by the Holding Company, is also considered as a Defined Benefit Plan

because, as per the rules of Company's Provident Fund Scheme, 1952, if the return on investment is less or for any other reason, then the

deficiency shall be made good by the Company. The Company's net obligations in respect of such plans is calculated by estimating the amount

of future benefit that the employees have earned in return for their services and the current and prior periods that benefit is discounted to

determine its present value and the fair value of the plan asset is deducted. Any actuarial losses are recognised immediately in the Statement

of Profit and Loss.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company's financial statements as at 31st March, 2015Terminal Benefits: All terminal benefits including voluntary retirement compensation are fully written off to the Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the

Statement of Profit & Loss. The PLVR amount is calculated based on actual improvement made in Profit Before Tax based on the target set

by the management for the Financial year.After Demerger there are no employees under payroll of Godrej Seeds and Genetics Limited who are eligiable for retirement and other

employee benefits.

12 Income Tax

Deferred tax is recognised on timing differences, 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. Deferred tax assets, subject to consideration of prudence, are

recognised 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 realised. The tax effect is calculated on the accumulated timing difference at the end of the

period, based on the tax rates and laws enacted or substantially enacted on the balance sheet date.

Tax expenses comprises both current and deferred tax. Current tax is the amount of tax payable on the assessable income for the year

determined in accordance with the provisions of the Income-Tax Act, 1961.

13 Earning per Share

The basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted

earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the

period, except where the results would be anti-dilutive.


Note No. 9: Fixed Assets

(Rupees in Lakhs)

Depreciation/Amortisation

Asset Class Name As at Additions Deletions As at Upto For the Deletions Upto As at As at

01.04.15 31.03.2016 01.04.15 Year 31.03.2016 31.03.2016 31.03.2015

Tangible Assets

Buildings - - - - - 2.56

Plant & Machinery - - - - - - - 6.37

Furniture & Fixtures - - - - - - - 5.64

Computer - Hardware - - - - - 11.34

Office & Other Equipments - - - - - 1.68

Office AC, Coolers - - - - - - - 1.30

Vehicles - - - - - - - 89.22

TOTAL - - - - - - - 118.11

Intangible Assets

Compurter - Software - - - - - -

TOTAL - - - - - - - - - 118.11

Previous Year (31.03.2015) 85.23 69.10 - 154.33 16.71 19.51 - 36.22 118.11 68.52

Note :

Net BlockGross Block

Pursuant to the Scheme of Arrangement w.e.f.01/04/2015, full value of Gross Assets and Accumulated Depreciation as on 31.03.2015 has been transferred to Godrej Agrovet Limited-

Seeds Division (Resulting Company)

Independent Auditor’s Report GODREJ SEEDS AND...

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Transcript of Independent Auditor’s Report GODREJ SEEDS AND...