LIMITED Registered Office: Godrej One, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), - 400 079 Tel.: +91 22 25188010/20/30 Fax: +91 22 25188040 Website: www.godrejcp.com E-mail: [email protected] CIN: L24246MH2000PLC129806 NOTICE OF AGM

NOTICE is hereby given that the SPECIAL BUSINESS 6. Special Resolution for re- 19th ANNUAL GENERAL MEETING To consider and, if thought fit, to pass appointment of Mr. Narendra (AGM) of the members of GODREJ with or without modification(s) the Ambwani as an Independent CONSUMER PRODUCTS LIMITED following resolutions: Director of the Company for a will be held on Thursday, August 1, second term 2019, at 1.30 p.m. at Godrej One, 5. Ordinary Resolution for the 1st Floor Auditorium, Pirojshanagar, ratification of remuneration “RESOLVED THAT pursuant to the Eastern Express Highway, Vikhroli payable to M/s. P. M. Nanabhoy provisions of Sections 149, 152 (East), Mumbai- 400079 to transact the & Co. (Firm Membership number read with Schedule IV and other following businesses: 000012), appointed as Cost applicable provisions, if any, of Auditors of the Company for the the Companies Act, 2013 and any ORDINARY BUSINESS fiscal year 2019-20 rules made thereunder (including 1. To receive, consider and adopt the any statutory modifications or audited financial statements (both ‘RESOLVED THAT pursuant to re-enactment thereof, for the time standalone and consolidated) of Section 148 and other applicable being in force) (the “Companies the Company for the financial year provisions, if any, of the Companies Act”) and the SEBI (Listing ended March 31, 2019 and Report Act, 2013 and the Companies (Audit Obligations and Disclosure of the Board of Directors and and Auditors) Rules, 2014, M/s. P. M. Requirements) Regulations, 2015 Auditor’s Report thereon; Nanabhoy & Co. (Firm Membership and pursuant to the provisions of number 000012), Cost Accountants, the Articles of Association of the 2. To confirm the Interim Dividends appointed as Cost Auditors by the Company and subject to such other paid during fiscal year 2018-19; Board of Directors to audit the cost approvals as may be required, records of the Company for the fiscal Mr. Narendra Ambwani (DIN: 3. To appoint a Director in place of year 2019-20, be paid a remuneration 00236658), who is appointed as Mr. (DIN: 00066195), of ` 6,39,000/- per annum plus Additional and Independent Director who retires by rotation, and being applicable taxes and out-of-pocket by the Board of Directors of the eligible, offers himself for re- expenses that may be incurred. Company and who has submitted appointment; a declaration that he meets with RESOLVED FURTHER THAT the the criteria of independence as 4. To appoint a Director in place of Mr. Board of Directors of the Company provided in Section 149 (6) of (DIN: 00076250), be and is hereby authorised to the Companies Act, 2013, be who retires by rotation, and being perform all such acts and take all and is hereby reappointed as eligible, offers himself for re- such steps as may be necessary, an Independent Director, for the appointment; proper or expedient to give effect to second term commencing from July this resolution’. 28, 2019 till November 14, 2023.

314 7. Special Resolution for re- that he meets with the criteria time Director of the Company to appointment of Mr. Aman Mehta of independence as provided in hold office from July 1, 2019 till as an Independent Director of the Section 149 (6) of the Companies September 30, 2022, upon the Company for a second term Act, 2013, be and is hereby remuneration as may be determined re-appointed as an Independent and agreed to between the Board of “RESOLVED THAT pursuant to Director of the Company, for the Directors and Ms. Nisaba Godrej, on the provisions of Sections 149, 152 second term commencing from the following terms and conditions: read with Schedule IV and other September 26, 2019 till September applicable provisions, if any, of 25 2024.” I. Period of appointment: July 1, the Companies Act, 2013 and any 2019 to September 30, 2022 rules made thereunder (including 9. Special Resolution for re- any statutory modifications or appointment of Ms. Ireena Vittal II. Remuneration re-enactment thereof, for the time as an Independent Director of the being in force) (the “Companies Company for a second term A. Fixed Compensation Act”) and SEBI (Listing Obligations Fixed Compensation shall and Disclosure Requirements) “RESOLVED THAT pursuant to the include Basic Salary, Company’s Regulations, 2015 and pursuant provisions of Sections 149, 152 Contribution to Provident Fund and to the provisions of the Articles of read with Schedule IV and other Gratuity. Association of the Company and applicable provisions, if any, of subject to such other approvals the Companies Act, 2013 and any The Basic Salary shall be in the as may be required and Mr. rules made thereunder (including range of ` 12,50,000 – `18,50,000/- Aman Mehta (DIN: 00009364) any statutory modifications or per month, payable monthly. The who has submitted a declaration re-enactment thereof, for the time annual increments will be decided that he meets with the criteria of being in force) (the “Companies by the Board of Directors and independence as provided in Section Act”) and SEBI (Listing Obligations will be merit based and take into 149 (6) of the Companies Act, 2013, and Disclosure Requirements) account other relevant factors. be and is hereby re-appointed as Regulations, 2015 and pursuant an Independent Director of the to the provisions of the Articles of The Company’s contribution to Company, for the second term Association of the Company and Gratuity shall be according to the commencing from September 26, subject to such other approvals as rules of the Company, in force from 2019 till August 31, 2021.” may be required, Ms. Ireena Vittal time-to-time. (DIN: 05195656) who has submitted 8. Special Resolution for re- a declaration that she meets with B. Variable Compensation appointment of Dr. Omkar the criteria of independence as Performance Linked Variable Goswami as an Independent provided in Section 149 (6) of Remuneration (PLVR) relating to the Director of the Company for a the Companies Act, 2013, be financial years during the period second term and is hereby re-appointed as of appointment shall be according an Independent Director of the to the applicable scheme of the “RESOLVED THAT pursuant to the Company, for the second term Company or as may be decided by provisions of Sections 149, 152 commencing from September 26, the Board of Directors. read with Schedule IV and other 2019 till September 25 2024.” applicable provisions, if any, of C. Flexible Compensation the Companies Act, 2013 and any 10. Ordinary Resolution for re- In addition to the fixed rules made thereunder (including appointment of Ms. Nisaba Godrej compensation and variable any statutory modifications or as Whole-time Director compensation, Ms. Nisaba re-enactment thereof, for the time (DIN: 00591503) Godrej will be entitled to the being in force) (the “Companies following allowances, perquisites, Act”) and SEBI (Listing Obligations “RESOLVED THAT pursuant to benefits, facilities and amenities and Disclosure Requirements) Section 152, 196, 197, and other as per rules of the Company and Regulations, 2015 and pursuant applicable provisions, if any, of the subject to the relevant provisions to the provisions of the Articles of Companies Act, 2013 and rules of the Companies Act, 2013 Association of the Company and made thereunder (including any (collectively called “perquisites and subject to such other approvals statutory modification(s) or re- allowances”). as may be required, Dr. Omkar enactment(s) thereof), Ms. Nisaba Goswami (DIN: 00004258) who Godrej (DIN: 00591503) be and is These perquisites and allowances has submitted a declaration hereby re-appointed as Whole- may be granted to Ms. Nisaba

315 Godrej in such form and manner as allowances as per the policy/ other person from disclosing the the Board may decide. rules of the Company in force aforesaid information. and/or as may be approved by • Housing as per rules of the the Board from time to time If Ms. Nisaba Godrej is guilty of Company (i.e. unfurnished such inattention to or negligence residential accommodation as Explanation: in the conduct of the business of per Company’s rules OR House Perquisites shall be evaluated the Company or of misconduct Rent Allowance as per Company’s at actual cost or if the cost is or of any other act or omission rules; not ascertainable, the same inconsistent with her duties shall be valued as per Income as director or any breach of • Furnishing at residence as per Tax Rules. these terms, as in the opinion rules of the Company; of all other Directors renders III. Overall Remuneration her retirement from the office • Supplementary Allowance; The aggregate of salary and desirable, the opinion of such perquisites as specified other Directors shall be final, • Leave Travel Allowance in above or paid additionally in conclusive and binding on her accordance with the rules of the accordance with the rules of the and the Company may, by giving Company; Company in any financial year, thirty days’ notice in writing, which the Board in its absolute terminate this appointment • Payment/reimbursement discretion may pay to Ms. and she shall cease to be the of medical/hospitalisation Nisaba Godrej from time-to- Director of the Company, upon expenses in accordance with the time, shall not exceed the limits expiration of such notice. rules of the Company. prescribed from time-to-time under Section 197 and other In the event of any re- • Group insurance cover, group applicable provisions of the enactment or re-codification mediclaim cover in accordance Companies Act, 2013 read with of the Companies Act, 2013 with the rules of the Company; Schedule V to the said Act as or the Income Tax Act, 1961 may for the time being, be or amendments thereto, the • Payment/reimbursement of in force. foregoing shall continue to club fees, food vouchers, petrol remain in force and the reference reimbursement; IV. Minimum Remuneration to various provisions of the Not withstanding the foregoing, Companies Act, 2013 or the • Company car with driver where in any financial year Income Tax Act, 1961 shall be for official use, provision of during the currency of the deemed to be substituted by telephone(s) at residence; tenure of Ms. Nisaba Godrej, the corresponding provisions of the Company has no profits or the new Act or the amendments • Payment/reimbursement of its profits are inadequate, the thereto or the Rules and telephone expenses; remuneration will be subject to notifications issued thereunder. the limits specified in Schedule V • Housing Loan as per rules of the to the Companies Act, 2013. 11. Ordinary Resolution for re- Company, Contingency Loan as appointment of Mr. Vivek Gambhir per rules of the Company. These Notes: as Managing Director & CEO loans shall be subject to Central Ms. Nisaba Godrej shall not, (DIN: 06527810) Government approval, if any; during the continuance of her employment or at any time “RESOLVED THAT pursuant to • Consolidated privilege leave, thereafter, divulge or disclose Section 152, 196, 197, 203 and on full pay and allowance, not to whomsoever or make any other applicable provisions, if any, exceeding 30 days in a financial use whatsoever, whether for her of the Companies Act, 2013 and year. Encashment/accumulation own or for any other purpose rules made thereunder (including of leave will be permissible other than that of the Company, any statutory modification(s) or in accordance with the rules any information or knowledge re-enactment(s) thereof), Mr. specified by the Company. Sick obtained by her during her Vivek Gambhir DIN (06527810) leave as per the rules of the employment, and it shall be be and is hereby re-appointed as Company; Ms. Nisaba Godrej’s endeavor, Whole-time Director, designated during the continuance of her as ‘Managing Director and CEO’ • Such other perquisites and employment, to prevent any of the Company to hold office

316 from July 1, 2019 to September allowances, perquisites, • Consolidated privilege leave, 30, 2022, upon the remuneration benefits, facilities and amenities on full pay and allowance, as may be determined and agreed as per rules of the Company and not exceeding 30 days in a to between the Board of Directors subject to the relevant provisions financial year. Encashment/ and Mr. Vivek Gambhir, on the of the Companies Act, 2013 accumulation of leave will be following terms and conditions: (collectively called “perquisites permissible in accordance and allowances”). with the rules specified by the I. Period of appointment: July 1, Company. Sick leave as per 2019 to September 30, 2022 These perquisites and the rules of the Company; allowances may be granted to II. Remuneration Mr. Vivek Gambhir in such form • Such other perquisites and and manner as the Board may allowances as per the policy/ A. Fixed Compensation decide. rules of the Company in force Fixed Compensation shall and/or s may be approved by include Basic Salary, Company’s • Housing as per rules of the the Board from time to time. Contribution to Provident Fund Company (i.e. unfurnished and Gratuity. residential accommodation Explanation: Perquisites shall as per Company’s rules OR be evaluated at actual cost or The Basic Salary shall be in House Rent Allowance as per if the cost is not ascertainable the range of ` 26,50,000 – ` Company’s rules; the same shall be valued as per 36,75,000/-per month, payable Income Tax Rules. • Furnishing at residence as monthly. The annual increments per rules of the Company; will be decided by the Board of III. Overall Remuneration Directors and will be merit based The aggregate of salary and • Supplementary allowance; and take into account other perquisites as specified above or paid additionally in accordance relevant factors. • Leave Travel Allowance in with the rules of the Company accordance with the rules of in any financial year, which the The Company’s contribution the Company; to Gratuity shall be according Board in its absolute discretion may pay to Mr. Gambhir from to the rules of the Company, in • Payment/reimbursement force from time-to-time. of medical/hospitalisation time-to-time, shall not exceed expenses in accordance with the limits prescribed from time- B. Long term Incentives the rules of the Company; to-time under Section 197 and (i) Performance Linked Variable other applicable provisions of Remuneration (PLVR) relating • Group insurance cover, the Companies Act, 2013 read to the financial years during group mediclaim cover in with Schedule V to the said Act the period of appointment accordance with the rules of as may for the time being, be in shall be according to the the Company; force. applicable scheme of the Company or as may be • Payment/reimbursement of IV. Minimum Remuneration decided by the Board of club fees, food vouchers, Notwithstanding the foregoing, Directors. petrol reimbursement; where in any financial year during the currency of the tenure (ii) Long Term Incentives as may • Company car with driver of Mr. Gambhir, the Company be approved by the Board of for official use, provision of has no profits or its profits are Directors. telephone(s) at residence; inadequate, the remuneration will be subject to the limits • Payment/reimbursement of (iii) Stock Grants under the specified in Schedule V to the telephone expenses; Company’ Employee Stock Companies Act, 2013. Grant Scheme (ESGS). • Housing Loan as per rules of Notes: the Company, Contingency C. Flexible Compensation a) Mr. Gambhir is liable to retire Loan as per rules of the In addition to the fixed by rotation. The appointment Company. These loans compensation and long term is terminable by giving three shall be subject to Central incentives, Mr. Vivek Gambhir months’ notice in writing on Government approval, if any; will be entitled to the following either side.

317 b) Mr. Gambhir shall not, 2013 or the Income Tax cent of the total voting share capital during the continuance Act, 1961 or amendments of the Company provided that such of his employment or thereto, the foregoing shall a person shall not act as a proxy for at any time thereafter, continue to remain in force any other person. divulge or disclose to and the reference to various whomsoever or make any provisions of the Companies 3. Proxy-holders are requested to use whatsoever, whether Act, 2013 or the Income Tax carry an Identity Proof at the time of for his own or for any Act, 1961 shall be deemed attending the meeting. other purpose other than to be substituted by the that of the Company, any corresponding provisions 4. Members are requested to bring information or knowledge of the new Act or the their copy of the Annual Report to obtained by him during his amendments thereto or the the AGM. employment, and it shall Rules and notifications issued be Mr. Gambhir’s endeavor, thereunder. 5. Members are requested to send during the continuance of in their queries at least a week his employment, to prevent By Order of the Board of Directors in advance to the Chief Financial any other person from Officer & Company Secretary at the disclosing the aforesaid Registered Office of the Company V Srinivasan information. to facilitate clarifications during the Chief Financial Officer & meeting. Company Secretary c) If Mr. Gambhir is guilty of such inattention to or Mumbai, June 21, 2019 6. The route map for the venue of the negligence in the conduct meeting has been provided in the of the business of the Notes: attendance slip. Company or of misconduct 1. The statement pursuant to Section or of any other act or 102(1) of the Companies Act, 2013 7. Members are requested to note omission inconsistent with with respect to the special business that as per Section 124 of the his duties as director or set out in the Notice is annexed Companies Act, 2013, dividends 7 any breach of these terms, herewith. years from the date of transfer to as in the opinion of all the Company’s Unpaid Dividend other Directors renders his 2. A member entitled to attend and vote Account shall be transferred to the retirement from the office is entitled to appoint a proxy to attend ‘Investor Education and Protection desirable, the opinion of and on poll, to vote on his/her behalf. Fund’ (IEPF) of the Government. such other Directors shall be Such a proxy need not be a member Unclaimed Dividends, as per the final, conclusive and binding of the Company. The enclosed proxy details given in the table below, will on him, and the Company form should be deposited at the be transferred to the IEPF on the may, by giving thirty days’ Registered Office of the Company dates mentioned in the table. Those notice in writing to him, not less than 48 hours before the members who have not, so far, determine this Agreement commencement of the AGM. encashed these dividend warrants and he shall cease to be or any subsequent dividend the Managing Director & A person shall not act as a Proxy for warrants may claim or approach our CEO of the Company, upon more than 50 members and holding, Registrars, Computech Sharecap expiration of such notice. in aggregate, not more than 10 per Ltd., 147, M. G. Road, Fort, cent of the total voting share capital Mumbai 400001 (e-mail: gcpl@ d) In the event of any re- of the Company. However, a single computechsharecap.in) or the enactment or re-codification person may act as a proxy for a Company for payment thereof. of the Companies Act, member holding more than 10 per

Dividend Period Type of Dividend Paid in Due date for transfer 2012-13 1st Interim August 2012 September 9, 2019 2012-13 2nd Interim November 2012 December 9, 2019 2012-13 3rd Interim February 2013 March 8, 2020 2013-14 4th Interim May 2013 June 5, 2020 2013-14 1st Interim August 2013 September 8, 2020

318 Please note that Section 124(6) be in position to issue Demand shareholders of the Company, of the Companies Act, 2013 also Drafts for dividends to those holding shares either in physical provides that all shares in respect shareholders whose Bank account or dematerialised (demat) form, of which the dividend of last 7 details are not updated. as on the cut-off date, Thursday, consecutive years has remained July 25, 2019, may cast their unclaimed, shall also be transferred 9. Details as stipulated under Listing vote electronically. to the IEPF. Regulations in respect of the Directors being appointed/re- (ii) The shareholders should log on Hence, it is in the shareholders’ appointed are attached herewith to to the e-voting website www. the Notice. interest to claim any uncashed evotingindia.com. dividends and for future dividends, 10. E-voting opt for Electronic Credit of dividend (iii) Click on Shareholders. so that dividends paid by the In accordance with the provisions of Company are credited to the (iv) Enter their User ID Section 108 of the Companies Act, investor’s account on time. 2013 and Rule 20 of the Companies a. For CDSL use the 16-digit (Management and Administration) 8. The Securities and Exchange Board Rules, 2014, and the Secretarial beneficiary ID, of (SEBI) vide its circular dated Standards issued by the Institute th 20 April, 2018 has mandated of Company Secretaries of India, b. For NSDL use the registration of Permanent Account the Company is pleased to provide 8-character DP ID followed Number (PAN) and Bank Account its members the facility to exercise by a 8-digit Client ID, Details for all securities holders. their right to vote at the 19th AGM Members holding shares in physical through electronic means and c. Members holding shares in form are therefore, requested to the business may be transacted the physical Form should submit their PAN and Bank Account through the e-voting services enter the Folio Number Details to Computech Sharecap provided by the Central Depository registered with the Company. Limited / Investor Relations Services Limited (CDSL). Department of the Company by (v) Next, enter the Image sending a duly signed letter along The instructions for members for Verification as displayed and with self-attested copy of PAN Card voting electronically are as follows:- and original cancelled cheque. The Click on Login. original cancelled cheque should bear the name of the Member. (i) The e-voting facility is available (vi) If shareholders hold shares in Members holding shares in demat from 9.00 a.m. on Sunday, demat form and have previously form are requested to submit July 28, 2019 to 5.00 p.m. on logged on to www.evotingindia. the aforesaid information to their Wednesday, July 31, 2019. com and have voted earlier on respective Depository Participant. The e-voting module shall be a poll of any company, then the Henceforth, the Company will not disabled by CDSL for voting existing password is to be used. thereafter. During this period,

(vii) First time users should follow the following steps:

For Members holding shares in demat and physical forms PAN Enter your 10-digit alpha-numeric PAN issued by the Income Tax Department (Applicable for both demat as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to enter the sequence numbers provided on the address label. Dividend Bank Enter the Dividend Bank Details or Date of Birth (in the dd/mm/yyyy format) as recorded in your demat account or in Details OR the Company records to login. Date of Birth (DOB) • If both the details are not recorded with the depository or Company please enter the member ID/folio number in the Dividend Bank details field as mentioned in instruction (iv).

319 (viii) After entering these details (xv) Once you ‘CONFIRM’ your vote helpdesk.evoting@cdslindia. appropriately, click on ‘SUBMIT’ tab. on the resolution, you will not be com, and on approval of the allowed to modify your vote. accounts, they will be able to (ix) Members holding shares in the cast their vote. physical form will then directly (xvi) You can also take a print of the reach the Company selection votes cast by clicking on ‘Click • A scanned copy of the screen. However, members here to print’ option on the Board Resolution and Power holding shares in demat form voting page. of Attorney (POA), which will now reach the ‘Password they have issued in favour of Creation’ menu, wherein they (xvii) If a demat account holder the Custodian, if any, should are required to mandatorily enter has forgotten the changed be uploaded in the PDF their login password in the new password, then enter the User format in the system for the password field. Kindly note that ID and the image verification scrutiniser to verify this password is also to be used code and click on ‘FORGOT the same. by the demat holders for voting for PASSWORD’ and enter the resolutions of any other company details as prompted by the (xx) In case you have any queries for which they are eligible to system. or issues regarding e-voting, vote, provided that the company you may refer the Frequently opts for e-voting through the (xviii) Shareholders can also cast their Asked Questions (FAQs) and the CDSL platform. It is strongly vote using CDSL’s mobile app e-voting manual available on recommended not to share your m-Voting available for android- www.evotingindia.com, under password with any other person based mobiles. The m-Voting help section or write an email to and to take utmost care to keep app can be downloaded from [email protected] your password confidential. Google Play Store/Apple Store. Please follow the instructions Webcast (x) For members holding shares in as prompted by the mobile app (xxi) The Company is pleased to physical form, the details can while voting on your mobile. provide one-way live webcast be used only for e-voting on the of the proceedings of the AGM resolutions contained in this Notice. (xix) Note for Non-Individual on August 1, 2019 from 1.30 Shareholders and Custodians p.m. onwards at the web link (xi) Click on the EVSN for GODREJ https://www.evotingindia.com CONSUMER PRODUCTS LIMITED • Non-individual shareholders On this page, click on the link to vote. (i.e. other than Individuals, Shareholders / Members, the including HUFs, NRIs, web cast link would be available (xii) On the voting page, you will see etc.) and Custodians are adjacent to our EVSN No. ‘RESOLUTION DESCRIPTION’ required to log on to www. 190624010. and against the same the option evotingindia.com and register ‘YES/NO’ for voting. Select the themselves as Corporates. 11. In case of members who are option YES or NO as desired. attending the AGM and are The option YES implies that you assent to the Resolution • A scanned copy of the entitled to vote but have not and option NO implies that you Registration Form bearing exercised their right to vote dissent to the Resolution. the stamp and sign of the electronically, the Executive entity should be emailed to Chairperson of the Company will (xiii) Click on the ‘RESOLUTIONS helpdesk.evoting@cdslindia. order a poll on her own motion FILE LINK’ if you wish to view com. for all businesses specified in the the entire Resolution details. accompanying Notice. Poll papers • After receiving the login will be distributed at the meeting (xiv) After selecting the resolution, details a Compliance User to enable such shareholders you have decided to vote should be created using the to cast their vote. For clarity, on, click on ‘SUBMIT’. A admin login and password. please note that the members confirmation box will be The Compliance User will be who have exercised their right to displayed. If you wish to confirm able to link the account(s) for vote electronically shall not vote your vote, click on ‘OK’, else which they wish to vote. by way of poll at the Meeting. to change your vote, click on The voting rights of the members ‘CANCEL’ and accordingly • The list of accounts linked in shall be in proportion to their modify your vote. the login should be mailed to shares of the paid-up equity share

320 capital of the Company as on the placed on the Company website are, in any way, concerned with or cut-off/record date i.e. July 25, www.godrejcp.com within 2 days interested, financially or otherwise, in 2019. The poll process shall be of passing of the resolutions at the said resolution. conducted and scrutinised and the AGM of the Company and a report thereon will be prepared communicated to the Stock ITEM 6,7,8 and 9 in accordance with Section 109 Exchanges, where the shares of the Pursuant to the provisions of Section of the Companies Act, 2013 read Company are listed and traded. 149 of the Companies Act 2013 with the Rules made thereunder. (“Act”) read with the Companies By Order of the Board of Directors (Appointment and Qualification of 12. Mr. Kalidas Vanjpe, Practising Directors) Rules, 2014, Mr. Narendra Company Secretary, (Membership V Srinivasan Ambwani was appointed as an No. FCS 7132) or, failing him, Chief Financial Officer & Independent Director at the Annual Ms. Bhavana Shewakramani Company Secretary General Meeting of the Company (Membership No. FCS 8636) has Mumbai, June 21, 2019 held on July 28, 2014 for a period been appointed as the Scrutiniser of five years from July 28,2014 to to scrutinise the e-voting process EXPLANATORY STATEMENT July 27, 2019 (“First Term”). Mr. PURSUANT TO SECTION 102(1) OF (including the poll cast by the Aman Mehta, Dr. Omkar Goswami, THE COMPANIES ACT, 2013 Members at the AGM) in a fair and Ms. Ireena Vittal were appointed transparent manner. as Independent Directors on the ITEM 5 Board of the Company by resolution Pursuant to Section 148 of the 13. The Scrutiniser shall, within a period passed by the shareholders by postal Companies Act, 2013 and Rule 14 of not exceeding 3 working days ballot for a period of five years from the Companies (Audit and Auditors) from the date of close of e-voting, September 26, 2014 to September Rules, 2014, the Company is required unlock the votes in the presence 25, 2019 (“First Term”). Pursuant to to appoint a Cost Auditor to audit the of at least two witnesses, not in the provisions of Section 149 of the cost records for applicable products of the employment of the Company Act, the above Independent Directors the Company. and shall forthwith prepare the of the Company are eligible for re- Scrutiniser’s Report of the votes appointment for a second term on the On the recommendation of the Audit cast in favour of or against, if any, basis of the report of performance Committee, at its meeting held on May on the resolutions and submit the evaluation and are not liable to retire 3, 2019, the Board considered and same to the Executive Chairperson by rotation. approved the re-appointment of M/s. P. or the Managing Director & CEO of M. Nanabhoy & Co., Cost Accountants the Company. The Company has received a notice in as the Cost Auditor for the fiscal writing from a Member of the Company year 2019-20 at a remuneration of ` 14. The results of e-voting and the poll proposing the candidatures of all 6,39,000/- per annum plus applicable on resolutions shall be aggregated the above Directors for the office of taxes and reimbursement of out-of- and declared on or after the AGM Director of the Company. pocket expenses. of the Company and the resolutions will be deemed to be passed on the Accordingly, the Nomination and The Board of Directors recommend the AGM date, subject to the receipt of Remuneration Committee of the Ordinary Resolution as set out in Item the requisite numbers of votes in Board of Directors, on the basis of No. 5 of the Notice for the approval of favour of the resolutions. the report of performance evaluation the shareholders. of Independent Directors, has 15. The results declared along with recommended the re-appointment of None of the Directors, Key Managerial the Scrutiniser’s Report shall be the Independent Directors as under: Personnel (KMP), or their relatives

Names of Independent Director Proposed tenure for second term Mr. Narendra Ambwani From July 28, 2019 till November 14, 2023. Mr. Aman Mehta From September 26, 2019 till August 31, 2021. Dr. Omkar Goswami From September 26, 2019 till September 25, 2024. Ms. Ireena Vittal From September 26, 2019 till September 25, 2024.

The Board of Directors, on the the background and experience and opinion that it would be beneficial recommendation of the Nomination contributions made by Independent for the Company to continue Mr. and Remuneration Committee and Directors during their tenure, is of the Narendra Ambwani, Mr. Aman Mehta,

321 Dr. Omkar Goswami, Ms. Ireena Vittal, is concerned or interested, financially benefits payable to Ms. Nisaba Godrej as Independent Directors on the or otherwise, in the above resolutions. and Mr. Vivek Gambhir are not being set Board. Accordingly, it is proposed to out in the explanatory statement and re-appoint them for the second term as ITEM 10 & 11 the members are requested to refer to specified above. The Board of Directors at its meeting the same as set out in the body of the held on May 3, 2019 approved the respective resolutions. In the opinion of the Board, all the re-appointment of Ms. Nisaba Godrej above Independent Directors proposed as Whole-time Director and Mr. Vivek The agreements proposed to be to be reappointed fulfils the conditions Gambhir as Managing Director & entered into with Ms. Nisaba Godrej specified in the Act and the Listing CEO, for a period from July 1, 2019 for her re-appointment as Whole-time Regulations and are independent to September 30, 2022, subject to the Director and Mr. Vivek Gambhir for his of the management. The Board has shareholders’ approval. re-appointment as Managing Director also received a declaration from the & CEO are available for inspection at Independent Directors that they meet The Board has also approved the the registered office of the Company the criteria of independence as provided continuation of Ms. Nisaba Godrej as during business hours on all working in Section 149(6) of the Act and the Executive Chairperson till March days (Monday to Friday), except public Regulation 16 of the Listing Regulations. 31, 2020. As per the amendments to holidays, up to the date of the AGM. the SEBI Listing Regulations scheduled Accordingly, the Board recommends to come into effect from April 1, 2020, The Board believes that the Company the passing of the resolutions as top 500 listed companies are mandated will benefit from their professional mentioned in the item nos. 6, 7, 8 and to ensure that the Chairperson of the expertise and rich experience. Hence, 9 of this Notice. The details of the Board is a Non-Executive Director. the Board recommends the resolution Directors along with a brief resume is Accordingly, upon the amendment at item no. 10 and 11 to the members given in the Annexure to the Notice. to the Listing Regulations coming for their approval. into effect from April 1, 2020 or such The draft letters of appointment of extended date as may be determined Mr. , Ms. , Mr. Mr. Aman Mehta, Dr. Omkar Goswami, by SEBI, the Board shall ensure Pirojsha Godrej and Ms. Nisaba Godrej Ms. Ireena Vittal, Mr. Narendra that the position of Chairperson is herself are interested in the resolution Ambwani setting out the terms and in compliance with the applicable under item no 10. Mr. Vivek Gambhir is conditions of appointment are available provisions of the Listing Regulations. interested in the resolution under item for inspection at the registered office no 11. of the Company during the business The details of Ms. Nisaba Godrej hours on all working days (Monday to and Mr. Vivek Gambhir, as required By Order of the Board of Directors Friday) except public holidays, up to to be given pursuant to the Listing the date of the AGM. Regulations and Secretarial Standards, V Srinivasan are attached to the Notice. No Director, Key Managerial Personnel Chief Financial Officer & Company Secretary or their relatives except the concerned For brevity, the particulars of the Director, to whom the resolution relates, proposed remuneration, perquisites, and Mumbai, June 21, 2019

322 Information pursuant to the Listing Regulations and Secretarial Standards with respect to appointment or re- appointment of Directors Names of Director Nadir Godrej Jamshyd Godrej Narendra Ambwani Category Non-Executive Director Non-Executive Director Independent Director DIN 00066195 00076250 00236658 Date of Birth and Age August 26, 1951 January 24, 1949 November 15, 1948 67 years 70 years 70 years Qualification B.S Chem Engg (M.I.T, U.S.A), M.S B.S, IIT, Chicago,U.S.A B.Tech. in Electrical Engineering Chem Engg. (Stanford, U.S.A) from IIT Kanpur, PGDM from IIM Ahemdabad. Nature of Expertise/ Industrialist Industrialist Business Strategy Advisor and Experience Coaching people Brief Resume Appended at end of this table Appended at end of this table Appended at end of this table First Appointment on November 29, 2000 March 1, 2001 May 2, 2011 the Board Terms & Conditions of Re-appointment as a Non-Executive Re-appointment as a Non-Executive Re-appointment as an Independent Appointment / Director subject to retirement by Director subject to retirement by Director for second term re-appointment rotation rotation Last Drawn Last drawn remuneration is given in Last drawn remuneration is given in As a Non-Executive Independent Remuneration the Corporate Governance Section the Corporate Governance Section Director, he is entitled to sitting Details along with of the Annual Report. As a Non- of the Annual Report. As a Non- fees for attending meetings of the remuneration sought to Executive Director, he is entitled to Executive Director, he is entitled to Board/Committee and Commission be paid sitting fees for attending meetings sitting fees for attending meetings on Profits as may be approved of the Board/Committee and of the Board/Committee and by the shareholders from time-to Commission on Profits as may be Commission on Profits as may be time within the limits set out in the approved by the shareholders from approved by the shareholders from Companies Act, 2013 time-time within the limits set out in time-time within the limits set out in the Companies Act, 2013. the Companies Act, 2013. No. of shares held in 63 Nil 3,000 GCPL as at March 31, 2019 Relationship with other Brother of Adi Godrej Not related Not related Directors/ Manager/ KMP No. of Board meetings 4 3 4 attended out of 4 meetings held during the year Directorship details Listed Public Companies: Listed Public Companies: Listed Public Companies: Godrej Industries Limited Godrej Consumer Products Limited Godrej Consumer Products Limited Godrej Consumer Products Limited Godrej Industries Limited Agro Tech Foods Limited Limited Godrej Agrovet Limited RPG Life Sciences Limited Godrej Properties Limited Godrej Properties Limited Parag Milk Foods Limited Astec Lifesciences Limited Public Companies: Public Companies: Mahindra And Mahindra Limited Godrej & Boyce Mfg. Co. Limited UTV Software Communications Limited The Indian Hotels Company Limited Private Companies: Private Companies: Private Companies: Illinois Institute of Technology (India) Zeus Career & Performance Coach Isprava Vesta Private Limited Private Limited Private Limited Public Companies: Godrej UEP Private Limited Foreign Companies: Godrej & Boyce Mfg. Co. Limited Foreign Companies: Strength of Nature LLC Creamline Dairy Products Limited Godrej (Singapore) Pte. Ltd. Godrej Consumer Products Holding Godrej Tyson Foods Limited Godrej (Vietnam) Company Ltd. (Mauritius ) Limited Foreign Companies: Godrej & Khimji (Middle East) LLC Godrej Africa Holdings Limited Godrej International Limited Urban Electric Power Inc. ACI Godrej Agrovet Private Limited Singapore-India Partnership Others: Foundation, Singapore ABG Venture LLP World Resources Institute, USA NBG Enterprise LLP Climate Works Foundation, USA Anamudi Real Estate LLP Partner in RKN Enterprises

323 Names of Director Nadir Godrej Jamshyd Godrej Narendra Ambwani Others: Breach Candy Hospital Trust Singapore-India Partnership Foundation, India Shakti Sustainable Energy Foundation Raptor Research and Conservation Foundation Indian Machine Tool Manufacturers Association Godrej & Boyce Enterprise LLP JNG Enterprise LLP RKN Enterprise LLP Committee Positions Member: Member: Member: Stakeholders’ Relationship Stakeholders’ Relationship Audit Committee: Committee: Committee: Godrej Consumer Products Limited Agro Tech Foods Limited Godrej Industries Limited Godrej Consumer Products Parag Milk Foods Limited Limited Audit Committee: RPG Life Sciences Limited The Indian Hotels Co. Limited UTV Software Communications Limited Mahindra & Mahindra Ltd. Nomination & Remuneration Nomination & Remuneration Committee: Committee: Godrej Consumer Products Limited The Indian Hotels Co. Limited Agro Tech Foods Limited Mahindra & Mahindra Ltd. Corporate Social Responsibility Committee: Corporate Social Agro Tech Foods Limited Responsibility Committee: Godrej Consumer Products Limited The Indian Hotels Co. Limited Parag Milk Foods Limited Godrej Agrovet Limited Stakeholders’ Relationship Committee: Risk Management Committee: Agro Tech Foods Limited The Indian Hotels Co. Limited RPG Life Sciences Limited Mahindra & Mahindra Ltd. Chairman: Nomination & Remuneration Chairman: Committee: Stakeholders’ Relationship Godrej Consumer Products Limited Committee: Godrej Consumer Products Limited The Indian Hotels Co. Limited Godrej Agrovet Limited Corporate Social Responsibility Committee: Godrej Consumer Products Limited Godrej Industries Limited Risk Management Committee: Godrej Industries Limited Godrej Agrovet Limited

324 Names of Director Omkar Goswami Aman Mehta Ireena Vittal Category Independent Director Independent Director Independent Director DIN 00004258 00009364 05195656 Date of Birth and Age August 29, 1956 September 1, 1946 October 2, 1968 62 years 72 years 50 years Qualification D. Phil (Ph.D) in Economics, B.A (Hons) Economics MBA from IIM Calcutta University of Oxford, 1982 Nature of Expertise/ Economist and Corporate Finance Understanding of Indian Consumers Experience Consultant; Finance: Corporate & winning business models in Governance; Macroeconomics emerging markets, expertise in Indian Agriculture and Urban Space Brief Resume Appended at end of this table Appended at end of this table Appended at end of this table First Appointment on June 18, 2008 April 26, 2006 April 30, 2013 the Board Terms & Conditions of Re-appointment as an Independent Re-appointment as an Independent Re-appointment as an Independent Appointment/ Director for second term Director for second term Director for second term re-appointment Last Drawn As a Non-Executive Independent As a Non-Executive Independent As a Non-Executive Independent Remuneration Director, he is entitled to sitting Director, he is entitled to sitting Director, he is entitled to sitting Details along with fees for attending meetings of the fees for attending meetings of the fees for attending meetings of the remuneration sought to Board/Committee and Commission Board/Committee and Commission Board/Committee and Commission be paid on Profits as may be approved on Profits as may be approved on Profits as may be approved by the shareholders from time-to by the shareholders from time-to by the shareholders from time-to time within the limits set out in the time within the limits set out in the time within the limits set out in the Companies Act, 2013 Companies Act, 2013 Companies Act, 2013 No. of shares held in Nil Nil Nil GCPL as at March 31, 2019 Relationship with other Not related Not related Not related Directors/ Manager/ KMP No. of Board meetings 3 4 4 attended out of 4 meetings held during the year Directorship details Listed Public Companies: Listed Public Companies: Listed Public Companies: Godrej Consumer Products Limited Godrej Consumer Products Limited Godrej Consumer Products Limited Dr. Reddy’s Laboratories Ltd Wockhardt Limited Limited CG Power And Industrial Solutions Tata Consultancy Services Limited The Indian Hotels Company Limited Limited Limited Limited Limited Max Financial Services Limited Housing Development Finance Limited Corporation Limited Hindustan Construction Company Foreign Companies: Foreign Companies: Limited Vedanta Resources Plc, UK Compass Plc., a FTSE 30 company Limited PCCW Ltd, Hongkong Others (Section 8 Companies) Private Companies: HKT Limited, Hong Kong Vidhi Centre for Legal Policy CERG Advisory Private Limited Foundation To Educate Girls Public Companies: Globally Max Healthcare Institute Limited Jal Seva Charitable Foundation Committee Positions Member: Member: Member: Stakeholders’ Relationship Audit Committee: Audit Committee: Committee: Wockhardt Limited Godrej Consumer Products Limited Ambuja Cements Limited- Tata Steel Limited Titan Company Limited Bajaj Auto Ltd. Max Financial Services Limited Wipro Limited Audit Committee: Vedanta Limited The Indian Hotels Company Limited CG Power and Industrial Solutions Stakeholders’ Relationship Housing Development Finance Ltd. Committee: Corporation Limited Bajaj Finance Limited Wockhardt Limited Stakeholders’ Relationship Dr. Reddy’s Laboratories Ltd Nomination & Remuneration Committee: Bajaj Auto Ltd. Committee: Wipro Limited Godrej Consumer Products Limited Godrej Consumer Products Limited Max Financial Services Limited

325 Names of Director Omkar Goswami Aman Mehta Ireena Vittal Nomination & Remuneration Corporate Social Responsibility Nomination & Remuneration Committee: Committee: Committee: Godrej Consumer Products Limited Vedanta Limited Godrej Consumer Products Limited Risk Management Committee Chairman: Chairperson: CG Power and Industrial Solutions Audit Committee: NIL Ltd Tata Consultancy Services Limited Chairman: Godrej Consumer Products Limited Risk Management Committee: Nomination & Remuneration Godrej Consumer Products Limited Committee: Tata Consultancy Services Limited Vedanta Limited Corporate Social Responsibility Committee: Max Financial Services Limited

Names of Director Nisaba Godrej Vivek Gambhir Category Whole-time Director Executive Director DIN 00591503 06527810 Date of Birth and Age February 12, 1978 November 27, 1968 41 years 50 years Qualification • BSC, Wharton School, Pennsylvania • MBA from the Harvard Business School • MBA, Harvard Business School • BS (Computer Science) • BA (Economics) from Lafayette College Nature of Expertise/ Industrialist General Management Experience Brief Resume Appended at end of this table Appended at end of this table First Appointment on May 2, 2011 April 30, 2013 the Board Terms & Conditions Re-appointment for further period of three years Appointment as MD & CEO for a period of 3 years from of Appointment / re- 01.07.2019 to 30.09.2022 subject to retirement by appointment rotation Last Drawn Last drawn remuneration is given in the Corporate Last drawn remuneration is given in the Corporate Remuneration Governance Section of the Annual Report. The Governance Section of the Annual Report. The Details along with remuneration details for proposed appointment is given remuneration details for proposed appointment is given remuneration sought to in the text of the resolution. in the text of the resolution. be paid No. of shares held in 3,70,083 2,15,115 GCPL as at

March 31, 2019 Relationship with other Daughter of Mr. Adi Godrej, Sister of Ms. Tanya Dubash Not related Directors/ Manager/ and Mr. Pirojsha Godrej. KMP No. of Board meetings 4 4 attended out of 4 meetings held during the year Directorship details Listed Public Companies: Listed Public Companies: Godrej Consumer Products Limited Godrej Consumer Products Limited Godrej Agrovet Limited Metropolis Healthcare Limited (Listed w.e.f April 15, 2019) VIP Industries Limited (Appointed w.e.f April 1, 2019) Private Companies: Public Companies: Samast Technologies Private Limited Godrej Seeds & Genetics Limited Foreign Companies: Private Companies: Strength of Nature LLC. Innovia Multiventures Pvt Ltd PT Megasari Makmur LLPs: PT Ekamas Sarijaya Designated Partner in Anamudi Real Estates LLP PT Sarico Indah Partnership Firms; PT Indomas Susemi Jaya Partner in RKN Enterprises PT Intrasari Raya

326 Names of Director Nisaba Godrej Vivek Gambhir Other (Firm, LLP, Body Corporate, AOP, BOI) Harvard Business School Club of India Home Insect Control Association Committee Positions Member: Member: Risk Management Committee: Stakeholders’ Relationship Committee: Godrej Consumer Products Limited Godrej Consumer Products Limited Corporate Social Responsibility Committee: Audit Committee: Godrej Seeds & Genetics Limited Metropolis Healthcare Limited Godrej Consumer Products Limited Corporate Social Responsibility Committee: Nomination & Remuneration Committee: Godrej Consumer Products Limited Godrej Agrovet limited Risk Management Committee: Chairperson: Godrej Consumer Products Limited NIL Chairman: Nomination & Remuneration Committee: Metropolis Healthcare Limited Corporate Social Responsibility Committee: Metropolis Healthcare Limited Stakeholders’ Relationship Committee: Metropolis Healthcare Limited

BRIEF RESUME OF THE DIRECTORS Centre. The Centre is housed in a Ocean and in the Mediterranean Sea. PROPOSED TO BE APPOINTED/RE- LEED Platinum demonstration building The President of India conferred on APPOINTED: which is the first green building in India Jamshyd Godrej the “Padma Bhushan” and the greenest building in the world on 3rd April 2003. Nadir Godrej at the time when it was rated. The Nadir is a veteran of the Indian industry, Green Business Centre is a Centre of Narendra Ambwani Nadir has played an important role in Excellence for green buildings, energy Narendra Ambwani is a professionally developing the animal feed, agricultural efficiency, energy conservation, non- trained executive coach and business input and chemicals businesses conventional energy sources, water advisor. He brings with him experience owned by Godrej. His active interest policy, water conservation, etc. of over 34 years of work with in research related to these areas has renowned multi-national Johnson & resulted in several patents in the field of He is the Chairman of Godrej and Boyce Johnson. He was Managing Director agricultural chemicals and surfactants. Mfg. Co. Ltd. which manufactures in Indonesia for 5 years followed by and markets refrigerators; washing appointment as MD in India in 1995. With his tremendous experience and machines; air conditioners; office He completed his corporate career expertise, Nadir has also contributed furniture; home furniture; security in April 2009. Narendra serves on to the development of a variety of equipment for banks (such as safes, boards of leading corporates in India industries by participating keenly in strong room doors, bank lockers, etc.) and acts as business strategy advisor. industry bodies such as the Compound and for commercial establishments and Narendra Ambwani had a career of 34 Livestock Feed Manufacturers homes; locks and latches, forklift trucks years with Johnson & Johnson, out of Association of India, Indian Chemical and warehousing equipment; process which 20 years as Managing Director Manufacturers Association, and Oil equipment for chemical, petrochemical, in Indonesia and India. Currently, Technologists’ Association of India. refineries and allied industries; precision he serves on the boards of Godrej Currently, Nadir is the President of tools for sheet metal, zinc, aluminium; Consumer Products, Agro. Tech. Alliance Française de Bombay. For his real estate development. Foods, RPG Life sciences, Parag Milk contribution to Indo-French relations, Foods, Disney UTV and Indian Society the French Government has honoured The are leaders in home of Advertisers. him with the awards of “Chevalier appliances, consumer durables, de l’Ordre National du Mérite” and office equipment, industrial products, He also mentors and guides CXO level “Chevalier de la Légion d’Honneur”. consumer products and services. leaders to successfully handle their Jamshyd Godrej is an ardent yachting multiple challenges. Narendra brings with Jamshyd Godrej enthusiast and has done extensive him outstanding marketing and general Jamshyd Godrej is the Chairman of the cruising along the west coast of India, management experience to the board. CII Sohrabji Godrej Green Business the Baltic & North Sea, the Atlantic During his long stint with world renowned

327 multinational Johnson &Johnson ,he • Strategic profiling of countries, Nisaba is passionate about identifying was responsible for developing strong regions and international institutions and developing the talent required leadership brands such as Johnson for clients. for the Godrej Group’s future growth. Baby, Stayfree and Band-Aid. Through her oversight of the Group • Research, surveys and analytical HR function for Godrej Industries and Aman Mehta work for governments, companies, associate companies, she has made Aman Mehta has over 35 years of banks, investors, international Godrej a more meritocratic and highly experience in various positions with multilateral institutions and NGOs. performance driven organisation, while the HSBC Group. He was the Manager, keeping the Group’s values front and Corporate Planning at HSBC’s • International and national center. She has also spearheaded headquarters in Hong Kong. workshops, conferences and the Group’s Good & Green agenda to roundtables on focussed drive more inclusive and sustainable He was the Chairman and Chief policy areas. growth. Her previous assignments Executive Officer of HSBC USA Inc., within the Godrej Group have included the New York-based arm of HSBC Ireena Vittal the successful turnaround of Godrej Holdings plc which oversaw HSBC Ireena Vittal is among India’s most Agrovet and the creation of a Group group companies in the Americas, respected consultant and advisor. strategy function to oversee the before being appointed as Deputy She was a partner with McKinsey & Group’s portfolio. In addition to GCPL, Chairman of HSBC Bank Middle East, Co. for 16 years where she served Nisaba is on the Board of Directors based in Dubai with responsibility for global companies on issues of growth of Godrej Agrovet and Teach For the Group’s operations in the Middle and sustainable scale up. She has India. She is passionate about girls’ education, the human mind, design, East region. co-authored several studies relating to agriculture and urbanization and served trekking and equestrian sports. Aman was re-appointed General government and public institutions to Vivek Gambhir Manager International of the Hong Kong design and implement solutions core to Vivek was the key architect of and Shanghai Banking Corporation India’s development in the same areas GCPL’s 3 by 3 strategy and has been in February 1998, Executive Director of inclusive urban development and instrumental in driving the company’s International in May 1998 and Chief sustainable rural growth. Earlier, she efforts to become a leading emerging Executive Officer in January 1999. Aman worked with Nestle and MaxTouch. She markets FMCG leader. He joined also became Chairman of HSBC Bank serves on boards including IHCL, Titan, Godrej Industries in 2009 as Chief Malaysia Berhad on January 1, 1999 Godrej Consumer, HDFC and Wipro Strategy Officer responsible for guiding and a Director of HSBC Bank and non- profits such as VIdhi Legal, overall Group strategy, conducting Australia Limited. Wateraid, Educate Girls among others. She holds a B.Sc. in Electronics and a portfolio analysis and driving special PGDM from IIM, Calcutta. projects. He helped define the CREATE Omkar Goswami portfolio approach and the 10X10 Omkar Goswami is the Founder and objective for the Group. Chairman of CERG Advisory Private Nisaba Godrej Limited. CERG is the acronym for the Nisaba has been a key architect of GCPL’s strategy and transformation in Prior to joining the Godrej Group, Vivek Corporate and Economic Research was a partner at Bain & Company, Group. Its objectives are to use Indian the last decade. In 2007, she initiated and led Project Leapfrog, which created one of the world’s leading business as well as international resources to consulting firms. He worked with Bain provide best in class: a playbook for GCPL to accelerate domestic organic growth through in Boston, Singapore and New Delhi. He was a founding member of Bain’s innovation and consolidation, and to • Corporate advisory and consulting consulting operations in India and led become a more global company by services for companies and the firm’s FMCG practice in India. industries in India & abroad. investing in emerging markets outside of India. Over the last ten years, GCPL’s Vivek is an Independent Director on • Research and analytics on markets, market capitalisation has increased the Boards of Metropolis Healthcare twenty-fold - from ` 3,000 crore to industries and businesses. Limited and Samast Technologies ` 60,000 crore. Under Nisaba’s Private Limited. He serves as President • Economic and policy analyses of leadership, GCPL has developed a of the Harvard Business School club in different markets, regions, countries, very strong, engaged and ambitious India and is an advisor to the Kailash industries, as well as trade, team, and is consistently ranked as Satyarthi Children’s Foundation. Vivek monetary, fiscal and exchange a great place to work. She has also also writes a weekly blog on leadership rate regimes. institutionalised design driven thinking called ‘Monday-8AM’ (www.monday- and directly leads product development. 8am.com)

328 NOTES NOTES NOTES NOTES PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014 GODREJ CONSUMER PRODUCTS LIMITED Registered Office: Godrej One, th4 Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai - 400079 CIN: L24246MH2000PLC129806 19th Annual General Meeting (AGM) – August 1, 2019

Name of the Member(s): Email:

Registered Address: Folio No/Client ID:

DP ID:

No. of shares held:

I/We being the holders of shares of the above named Company hereby appoint

Name

Email

Address

Or failing him

Name

Email

Address

Or failing him

Name

Email

Address

as my/our proxy, whose signature is appended overleaf, to attend and vote (on a poll) for me/us on my/our behalf in respect of such resolutions as are indicated below, at the 19th AGM of the Company to be held on Thursday, August 1, 2019, at Godrej One, 1st Floor Auditorium, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai - 400079.

P.T.O. Resolution No. Vote Resolution For Against Abstain Ordinary Business 1. To receive, consider and adopt the audited financial statements (both standalone and consolidated) of the Company for the financial year ended March 31, 2019 and Report of the Board of Directors and Auditor’s Report thereon. 2. To confirm the Interim Dividends paid during fiscal year 2018-19. 3. To appoint a Director in place of Mr. Nadir Godrej (DIN: 00066195), who retires by rotation, and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Mr. Jamshyd Godrej (DIN: 00076250) who retires by rotation, and being eligible, offers himself for re-appointment. Special Business 5. Ratification of remuneration payable to M/s. P. M. Nanabhoy & Co., appointed as Cost Auditors of the Company for fiscal year 2019-20. 6. To re-appoint Mr. Narendra Ambwani (DIN: 00236658) as an Independent Director of the Company for a second term from July 28, 2019 to November 14, 2023. 7. To re-appoint Mr. Aman Mehta DIN: (00009364) as an Independent Director of the Company for a second term September 26, 2019 to August 31, 2021. 8. To re-appoint Dr. Omkar Goswami (DIN: 00004258) as an Independent Director of the Company for a second term from September 26, 2019 to September 25, 2024. 9. To re-appoint Ms. Ireena Vittal DIN: (05195656) as an Independent Director of the Company for a second term from September 26, 2019 to September 25, 2024. 10. To re-appoint Ms. Nisaba Godrej (DIN: 00591503) as Whole-time Director for the period from July 1, 2019 to September 30, 2022. 11. To re-appoint Mr. Vivek Gambhir (DIN: 06527810) as Managing Director & CEO July 1, 2019 to September 30, 2022.

Signed this day of , 2019.

Affix revenue stamp of not less than ` 1/-

Signature of the Member

Signature of First Proxy Holder Signature of Second Proxy Holder Signature of Third Proxy Holder

Notes: 1. This form, in order to be effective, should be duly stamped, signed, completed, and deposited at the Registered Office of the Company, not less than 48 hours before the meeting. 2. It is optional to indicate your preference. If you leave the for, against, or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate. 3. Members are requested to note that a person can act as proxy on behalf of not more than 50 members and holding in aggregate not more than 10 percent of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10 per cent of the total share capital of the Company carrying voting rights, then such person shall not act as a proxy for any other member. ATTENDANCE SLIP GODREJ CONSUMER PRODUCTS LIMITED Registered Office: Godrej One, th4 Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400079 CIN: L24246MH2000PLC129806

19th Annual General Meeting (AGM) – August 1, 2019

Registered Folio No./DP ID No./Client ID No.:

No. of Shares held:

I certify that I am a member/proxy for the member of the Company.

I hereby record my presence at the 19th Annual General Meeting of the Company on Thursday, August 1, 2019, at 1.30 p.m. at Godrej One, 1st Floor Auditorium, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai - 400079.

Name of Member/Proxy Signature of Member/Proxy (in block letters)

Note:

1. Please fill up the attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report at the AGM.

2. The map to reach the AGM venue is given overleaf. VENUE OF THE AGM

Godrej One 1st Floor Auditorium Pirojshanagar Eastern Express Highway Vikhroli (E), Mumbai- 400 079.

Note: The Company has arranged for a bus service to the venue from Vikhroli Railway Station (East). The bus will pick you up near the station auto rickshaw stand at 1.00 p.m. A drop back facility will also be available.