Mumbai, February 22, 2002

Godrej Industries Limited (GIL) today announced a scheme of arrangement (under section 391, read with Section 100 of the Companies Act, 1956) for purchase of its shares from the shareholders of the company. Under the scheme, the company will purchase its equity shares on a date fixed by the board following the record date, representing not more than 40 per cent of its paid-up equity share capital, that is 2,46,88,014 equity shares of Rs 6 each at Rs 18 per share.

The board of directors of the company has given its approval in principle to the scheme of arrangement at its meeting held today. The scheme is subject to shareholder, creditor and other statutory approvals and the approval of the Bombay High Court.

Announcing this, Mr Adi Godrej, chairman, said, "This scheme will provide an opportunity to our shareholders to exit at a significantly higher price than the ruling market price. It will also help the company optimise its capital structure."