Godrej Consumer Products Limited
Registered Office: Godrej One, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400 079 Tel.: +91 22 25188010/20/30 Fax: +91 22 25188040 Website: www.godrejcp.com E-mail: [email protected] CIN: L24246MH2000PLC129806
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE is hereby given that the SPECIAL BUSINESS per annum plus applicable 21st ANNUAL GENERAL MEETING To consider and, if thought fit, to taxes and out-of-pocket (AGM) of the members of GODREJ pass with or without modification(s) expenses that may be incurred. CONSUMER PRODUCTS LIMITED the following resolutions: RESOLVED FURTHER THAT will be held on Wednesday, August 3. Ordinary Resolution for the the Board of Directors of the 4, 2021, at 4.00 p.m. through video ratification of remuneration Company be and is hereby conferencing/other audio visual payable to M/s. P. M. authorised to perform all such means to transact the following Nanabhoy & Co. (Firm acts and take all such steps as businesses. Membership number 000012), may be necessary, proper or appointed as Cost Auditors expedient to give effect to this ORDINARY BUSINESS resolution’. 1. To receive, consider and of the Company for the fiscal adopt the audited financial year 2021-22 4. Ordinary Resolution for statements (both standalone RESOLVED THAT pursuant appointment of Mr. Sudhir and consolidated) of the to Section 148 and other Sitapati (DIN: 09197063) as Company for the financial applicable provisions, if any, Managing Director and CEO year ended March 31, 2021 of the Companies Act, 2013 for a period of five years with and Report of the Board of and the Companies (Audit and effect from October 18, 2021 Directors and Auditors’ Report Auditors) Rules, 2014, M/s. thereon; P. M. Nanabhoy & Co. (Firm “RESOLVED THAT in Membership number 000012), accordance with the provisions 2. To appoint a Director in Cost Accountants, appointed of Sections 196,197 and 203 place of Mr. Nadir Godrej as Cost Auditors by the Board read with Schedule V and all (DIN: 00066195), who retires of Directors to audit the cost other applicable provisions by rotation, and being records of the Company for the of the Companies Act, 2013 eligible, offers himself for re- fiscal year 2021-22, be paid a and the rules thereunder, Mr. appointment; remuneration of ` 6,39,000/- Sudhir Sitapati (DIN: 09197063)
434 is hereby appointed as the • Housing as per rules force and/or as may Managing Director and CEO of of the Company be approved by the the Company, on the following (i.e. unfurnished Board from time to terms and conditions: residential time. accommodation as I. Period of appointment: per Company’s rules The annual fixed October 18, 2021 to October OR House Rent remuneration which 17, 2026 Allowance as per includes fixed and flexible Company’s rules); remuneration shall be II. Remuneration within the range of INR A. Fixed Compensation • Supplementary 6 crores p.a. to INR 12 Fixed Compensation allowance; crores p.a. shall include Basic Salary, Company’s Contribution • Leave Travel C. Variable Pay and to Provident Fund and Allowance in Incentives Gratuity. The annual accordance with (i) Performance increments will be the rules of the Linked Variable decided by the Board Company; Remuneration of Directors and will be (PLVR) relating to merit based and take into • Payment/ the financial years account other relevant reimbursement during the period of factors. The Company’s of club fees, food appointment shall contribution to Gratuity vouchers, petrol be according to the shall be according to the reimbursement, applicable scheme rules of the Company, in car maintenance of the Company or force from time-to-time. as per rules of the as may be decided company; by the Board of B. Flexible Compensation Directors. In addition to the fixed • Payment/ compensation, Mr. reimbursement of (ii) Long Term Sudhir Sitapati will be telephone expenses; Incentives as may entitled to the following be approved by the allowances, perquisites, • Housing Loan Board of Directors. benefits, facilities and as per rules of amenities as per rules of the Company, (iii) Stock Grants under the Company and subject Contingency Loan the Company’ to the relevant provisions as per rules of the Employee Stock of the Companies Company. These Grant Scheme Act, 2013 (collectively loans shall be (ESGS). called “perquisites and subject to Central allowances”).These Government D. Other Benefits allowances may be approval, if any; • Company car with granted to Mr. Sudhir driver Sitapati in such form and • Such other manner as the Board may perquisites and • Furnishing at decide. allowances as per residence as the policy/ rules per rules of the of the Company in Company;
435 • Payment/ prescribed from time to time the Company or of misconduct reimbursement under Section 197 and other or of any other act or omission of medical/ applicable provisions of the inconsistent with his duties hospitalization Companies Act, 2013 read with as director or any breach of expenses in Schedule V to the said Act as these terms, as in the opinion accordance with may for the time being, be in of all other Directors renders the rules of the force. his retirement from the office Company; desirable, the opinion of such IV. Minimum Remuneration other Directors shall be final, • Group insurance Notwithstanding the foregoing, conclusive and binding on cover, group where in any financial year him, and the Company may, mediclaim cover during the tenure of Mr. Sudhir by giving thirty days’ notice in in accordance with Sitapati, the Company has writing to him, terminate the the rules of the no profits or its profits are appointment and he shall cease Company; inadequate, the remuneration to be the Managing Director will be subject to the limits & CEO of the Company, upon • Consolidated specified in Schedule V to the expiration of such notice. privilege leave, Companies Act, 2013. on full pay and d) In the event of any re- allowance, Notes: enactment or re-codification Encashment/ a) Mr. Sudhir Sitapati is liable of the Companies Act, 2013 accumulation of to retire by rotation. The or the Income Tax Act, 1961 leave will all be appointment is terminable by or amendments thereto, permissible in giving three months’ notice in the foregoing shall continue accordance with writing on either side. to remain in force and the the rules specified reference to various provisions by the Company. b) Mr. Sudhir Sitapati shall not, of the Companies Act, 2013 or Sick leave as per during the continuance of the Income Tax Act, 1961 shall the rules of the his employment or at any be deemed to be substituted Company; time thereafter, divulge or by the corresponding disclose to whomsoever or provisions of the new Act or Explanation: Perquisites shall make any use whatsoever, the amendments thereto or the be evaluated at actual cost or whether for his own or for Rules and notifications issued if the cost is not ascertainable any other purpose other than thereunder. the same shall be valued as per that of the Company, any Income Tax Rules. information or knowledge RESOLVED FURTHER THAT obtained by him during his III. Overall Remuneration employment, and it shall be i) the Board of Directors be The aggregate of salary Mr. Sitapati’s endeavour, and are hereby authorized to and perquisites as specified during the continuance of his alter and vary the terms and above or paid additionally in employment, to prevent any conditions of the appointment accordance with the rules of other person from disclosing and/or remuneration subject the Company in any financial the aforesaid information. to the same not exceeding year, which the Board in its the limits specified under absolute discretion may pay to c) If Mr. Sitapati is guilty of such Section 197 read with Schedule Mr. Sitapati from time-to-time, inattention to or negligence in V of the Companies Act, shall not exceed the limits the conduct of the business of 2013 (including any statutory
436 modification(s) or re-enactment (VC) or Other Audio Visual to Section 113 of the Act, at thereof for the time being in Means (OAVM) in accordance investor.relations@godrejcp. force) with requirements provided in com. paragraphs 3 and 4 of General ii) Any Key Managerial Personnel Circular No. 20/2020 dated 5. ELECTRONIC DISPATCH OF of the Company or any other 5th May, 2020 and any other ANNUAL REPORT person duly authorised by applicable circulars issued the Board be and are hereby by the MCA & Securities • In accordance with severally authorised to take all and Exchange Board of India the relevant MCA and such steps as may be necessary (SEBI). In accordance with the SEBI Circulars, allowing and expedient to give effect said circulars of MCA, SEBI electronic despatch of to this resolution and do all and applicable provisions financial statements such acts including execution of the Act and SEBI (Listing (including Report of of agreement with Mr. Sudhir Obligations and Disclosure Board of Directors, Sitapati. Requirements) Regulations, Auditors’ report or 2015 (Listing Regulations), the other documents By Order of the Board of Directors 21st AGM of the Company shall required to be attached be conducted through VC/ therewith) instead of V Srinivasan OAVM. The Central Depository physical despatch, such Services (India) Limited (‘CSDL’) statements including the Chief Financial Officer & will be providing facility Notice of AGM are being Company Secretary for voting through remote sent in electronic mode Mumbai, July 2 2021 e-voting, for participation in to Members whose e-mail the AGM through VC / OAVM address is registered Notes: facility and e-voting during with the Company or the 1. The statement pursuant the AGM. The procedure for Depository Participant(s). to Section 102(1) of the participating in the meeting Companies Act, 2013 with through VC / OAVM is 6. PROCEDURE FOR JOINING respect to the special business explained at Note No. 6. THE AGM THROUGH VC/ set out in the Notice is OAVM: annexed herewith. The Board 3. As the AGM shall be of Directors have considered conducted through VC • Shareholders will be and decided to include the / OAVM, the facility for provided with a facility to Item Nos. 3 & 4 given above appointment of Proxy by the attend the AGM through as Special Businesses in the Members is not available for VC/OAVM through the forthcoming AGM. this AGM and hence the Proxy CDSL e-Voting system. Form and Attendance Slip Shareholders may access 2. In view of the continuing including Route Map are not at www.evotingindia. restrictions on the movement annexed to this Notice. com under shareholders/ of people at several places in members login by using the country, due to outbreak 4. Institutional / Corporate the remote e-voting of COVID-19, the Ministry Members are requested to credentials. The link of Corporate Affairs (MCA), send a scanned copy (PDF / for VC/OAVM will be vide its General Circular No. JPEG format) of the Board available in shareholder/ 02/2021 dated 13th January Resolution authorising its members login where the 2021 decided to allow representatives to attend and EVSN of Company will be Companies to conduct AGMs vote at the AGM, pursuant displayed. to through Video Conferencing
437 • Shareholders are email address mentioning business may be transacted encouraged to join the their name, Demat through the e-voting services Meeting through Laptops Account number / folio provided by the Central / IPads/ Tabs for better number, mobile number Depository Services Limited experience. Further along with their queries (CDSL). shareholders will be to investor.relations@ required to allow Camera godrejcp.com latest by The instructions for members and use Internet with a 5 p.m. on Friday, 30th for voting electronically are as good speed to avoid any July, 2021. Questions / follows:- disturbance during the queries received by the meeting. Company till this time (i) The e-voting facility shall only be considered is available from 9.00 • Please note that and responded during the a.m.(IST) on Saturday, Participants connecting AGM. July 31, 2021 to 5.00 from Mobile Devices or p.m. (IST) on Tuesday, Tablets or through Laptop • Those shareholders August 3, 2021. The connecting via Mobile who have registered e-voting module shall Hotspot may experience themselves as a speaker be disabled by CDSL for Audio/Video loss due will only be allowed to voting thereafter. During to fluctuation in their express their views/ask this period, shareholders respective network. It is questions during the of the Company, holding therefore recommended meeting. shares either in physical to use stable Wi-Fi or or dematerialised (demat) LAN Connection to • The Company reserves form, as on the cut-off mitigate any kind of the right to restrict the date, Wednesday, July 28, aforesaid glitches. number of questions and 2021, may cast their vote number of speakers, as electronically. • Members attending the appropriate for smooth AGM through VC / OAVM conduct of the AGM. (ii) Pursuant to SEBI Circular shall be counted for the No. SEBI/HO/CFD/ purpose of reckoning the 8. Procedure for remote CMD/CIR/P/2020/242 quorum under section E-voting dated 09.12.2020, 103 of the Act. under Regulation In accordance with the 44 of Securities and 7. PROCEDURE TO RAISE provisions of Section 108 Exchange Board of India QUESTIONS / SEEK of the Companies Act, (Listing Obligations and CLARIFICATION WITH 2013 and Rule 20 of the Disclosure Requirements) RESPECT TO ANNUAL Companies (Management and Regulations, 2015, listed REPORT: Administration) Rules, 2014, entities are required and the Secretarial Standards to provide remote • Members who would like issued by the Institute of e-voting facility to its to express their views Company Secretaries of India, shareholders, in respect or ask questions during the Company is pleased to of all shareholders’ the AGM may register provide its members the resolutions. However, it themselves as a speaker facility to exercise their right to has been observed that by sending their request vote at the 21st AGM through the participation by the from their registered electronic means and the public non-institutional
438 shareholders/retail has been decided to (iii) In terms of SEBI circular shareholders is at a enable e-voting to all the no. SEBI/HO/CFD/ negligible level. demat account holders, CMD/CIR/P/2020/242 by way of a single login dated December 9, Currently, there are credential, through 2020 on e-Voting facility multiple e-voting their demat accounts/ provided by Listed service providers (ESPs) websites of Depositories/ Companies, Individual providing e-voting facility Depository Participants. shareholders holding to listed entities in Demat account holders securities in demat mode India. This necessitates would be able to cast are allowed to vote registration on various their vote without having through their demat ESPs and maintenance to register again with account maintained of multiple user IDs the ESPs, thereby, not with Depositories and and passwords by the only facilitating seamless Depository Participants. shareholders. authentication but Shareholders are advised also enhancing ease to update their mobile In order to increase the and convenience of number and email Id in efficiency of the voting participating in e-voting their demat accounts in process, pursuant to a process. order to access e-Voting public consultation, it facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
Type of shareholders Login Method
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further Individual authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ Shareholders holding home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. securities in Demat 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible mode with CDSL companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
439 Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Shareholders holding Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal securities in demat Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial mode with NSDL Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual You can also login using the login credentials of your demat account through your Depository Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be (holding securities able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/ in demat mode) CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click login through on company name or e-Voting service provider name and you will be redirected to e-Voting service their Depository provider website for casting your vote during the remote e-Voting period or joining virtual meeting & Participants voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities in Demat Members facing any technical issue in login can contact CDSL mode with CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat Members facing any technical issue in login can contact NSDL mode with NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
440 Login method for e-Voting 3) Now enter your User ID 4) Next enter the Image and joining virtual meeting Verification as displayed and a. For CDSL: 16 digits for shareholders other than Click on Login. beneficiary ID, individual shareholders 5) If you are holding shares in holding in Demat form & b. For NSDL: 8 Character demat form and had logged on physical shareholders. DP ID followed by 8 to www.evotingindia.com and 1) The shareholders Digits Client ID, voted on an earlier e-voting should log on to the of any company, then your e-voting website www. c. Shareholders holding existing password is to be evotingindia.com. shares in Physical Form used. should enter Folio 2) Click on “Shareholders” Number registered with module. the Company.
6) If you are a first-time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat Details account or in the company records in order to login.
• If both the details are not recorded with the depository or company, please enter the member OR Date of Birth id / folio number in the Dividend Bank details field as mentioned in instruction (v). (DOB)
(iv) After entering these demat holders for voting (vii) Click on the EVSN for details appropriately, click for resolutions of any the relevant
441 (ix) Click on the HUF, NRI etc.) in favour of the “RESOLUTIONS FILE and Custodians Custodian, if any, LINK” if you wish to view are required to should be uploaded the entire Resolution log on to www. in PDF format in details. evotingindia. the system for the com and register scrutinizer to verify (x) After selecting the themselves in the the same. resolution, you have “Corporates” decided to vote on, module. • Alternatively, click on “SUBMIT”. A Non- Individual confirmation box will be • A scanned copy of shareholders displayed. If you wish to the Registration are required to confirm your vote, click on Form bearing the send the relevant “OK”, else to change your stamp and sign of Board Resolution/ vote, click on “CANCEL” the entity should Authority letter and accordingly modify be emailed to etc. together with your vote. helpdesk.evoting@ attested specimen cdslindia.com. signature of the duly (xi) Once you “CONFIRM” authorized signatory your vote on the • After receiving who are authorized resolution, you will not be the login details a to vote, to the allowed to modify your Compliance User Scrutinizer and to vote. should be created the Company at the using the admin email address viz., (xii) You can also take a print login and password. investor.relations@ of the votes cast by The Compliance godrejcp.com, if clicking on “Click here User would be able they have voted to print” option on the to link the account(s) from individual tab Voting page. for which they wish & not uploaded to vote on. same in the CDSL (xiii) If a demat account holder e-voting system for has forgotten the login • The list of accounts the scrutinizer to password, then Enter the linked in the login verify the same. User ID and the image should be mailed to verification code and helpdesk.evoting@ INSTRUCTIONS FOR click on Forgot Password cdslindia.com and SHAREHOLDERS ATTENDING & enter the details as on approval of the THE AGM THROUGH VC/ prompted by the system. accounts they would OAVM & E-VOTING DURING be able to cast their MEETING ARE AS UNDER: (xiv) Facility for Non – vote. Individual Shareholders 1. The procedure for and Custodians –Remote • A scanned copy attending meeting & Voting of the Board e-Voting on the day of Resolution and the AGM is same as the • Non-Individual Power of Attorney instructions mentioned shareholders (POA) which above for Remote (i.e. other than they have issued e-voting. Individuals,
442 2. The link for VC/OAVM 7. Those shareholders scanned copy of the share to attend meeting will who have registered certificate (front and be available where the themselves as a speaker back), PAN (self- attested EVSN of Company will be will only be allowed to scanned copy of PAN displayed after successful express their views/ask card), AADHAR (self- login as per the questions during the attested scanned copy instructions mentioned meeting. of Aadhar Card) by email above for Remote to investor.relations@ e-voting. 8. Only those shareholders, godrejcp.com who are present in 3. Shareholders who have the AGM through VC/ 2. For Demat shareholders - voted through Remote OAVM facility and have Please update your email e-Voting will be eligible not casted their vote on id & mobile no. with your to attend the meeting. the Resolutions through respective Depository However, they will not remote e-Voting and are Participant (DP) be eligible to vote at the otherwise not barred AGM. from doing so, shall be 3. For Individual Demat eligible to vote through shareholders – Please 4. Shareholders are e-Voting system available update your email id encouraged to join during the AGM. & mobile no. with your the Meeting through respective Depository Laptops / IPads for better 9. If any Votes are cast by Participant (DP) which is experience. the shareholders through mandatory while e-Voting the e-voting available & joining virtual meetings 5. Further shareholders during the AGM and if through Depository. will be required to allow the same shareholders Camera and use Internet have not participated 4. If you have any queries with a good speed to in the meeting through or issues regarding avoid any disturbance VC/OAVM facility, then attending AGM & during the meeting. the votes cast by such e-Voting from the CDSL shareholders shall be e-Voting System, you 6. Please note that considered invalid as the can write an email to Participants Connecting facility of e-voting during helpdesk.evoting@ from Mobile Devices or the meeting is available cdslindia.com or contact Tablets or through Laptop only to the shareholders at 022- 23058738 and connecting via Mobile attending the meeting. 022-23058542/43. Hotspot may experience Audio/Video loss due PROCESS FOR THOSE 5. All grievances connected to Fluctuation in their SHAREHOLDERS WHOSE with the facility for voting respective network. It is EMAIL/MOBILE NO. ARE by electronic means therefore recommended NOT REGISTERED WITH THE may be addressed to to use Stable Wi-Fi or COMPANY/DEPOSITORIES. Mr. Rakesh Dalvi, Sr. LAN Connection to Manager, (CDSL, ) Central mitigate any kind of 1. For Physical shareholders- Depository Services aforesaid glitches. please provide necessary (India) Limited, A Wing, details like Folio No., 25th Floor, Marathon Name of shareholder, Futurex, Mafatlal Mill
443 Compounds, N M Joshi 9. PROCEDURE FOR pertaining upto the financial Marg, Lower Parel (East), INSPECTION OF year 2013-14 and the May 2014 Mumbai - 400013 or send DOCUMENTS: dividend paid during FY 2014- an email to helpdesk. The Register of Directors and 15 has been transferred by [email protected] or Key Managerial Personnel and the Company to the Investor call on 022-23058542/43. their Shareholding maintained Education and Protection under Section 170 of the Act, Fund (the ‘IEPF’) established Mr Kalidas Vanjpe, Practising the Register of Contracts by the Central Government. Company Secretary, or arrangements in which The Members are requested (Membership No. FCS 7132) or Directors are interested under to note that as per Section failing him, Mr Ashok Ramani Section 189 of the Act and 124(5) of the Companies Act, (Membership No. FCS 6808) the Certificate from Auditors 2013, dividends 7 years from has been appointed as the of the Company certifying the date of transfer to the Scrutiniser to scrutinise the that the ESOP Schemes Company’s Unpaid Dividend entire e-voting process in a of the Company are being Account shall be transferred fair and transparent manner. implemented in accordance to the ‘Investor Education The Members desiring to with, the Securities and and Protection Fund’ (IEPF) of vote through remote e-voting Exchange Board of India (Share the Government. Unclaimed are requested to refer to the Based Employee Benefits) Dividends, as per the details detailed procedure given Regulations, 2014 and any given in the table below, will be hereinafter. The results of other documents referred to transferred to the IEPF on the entire e-voting along with in the accompanying Notice dates mentioned in the table. Scrutinizer’s report shall be and Explanatory Statements, Those members who have not, placed on the Company’s shall be made available for so far, encashed these dividend website www.godrejcp. inspection through electronic warrants or any subsequent com within 2 days of passing mode, basis the request being dividend warrants may claim or resolutions at the AGM of the sent on investor.relations@ approach our Registrars (We Company and communicated godrejcp.com. have announced the change of to stock exchanges, where the RTA from Computech Sharecap 10. DIVIDEND RELATED shares of the Company are Ltd to Link Intime Private Ltd. INFORMATION listed. The handover date is not yet Pursuant to the provisions of announced. Investors may Section 124 of the Act, the check our website for the Unpaid/Unclaimed Dividend contact details of the new RTA)
Dividend Period Type of Dividend Paid in Due date for transfer 2014-15 Interim August 2014 September 9, 2021 2014-15 Interim November 2014 December 7, 2021 2014-15 Interim February 2015 March 13, 2022 2015-16 Interim April 2015 June 3, 2022 2015-16 Interim July 2015 September 3, 2022
Please note that Section 124(6) be transferred to the IEPF. Credit of dividend so that of the Companies Act, 2013 dividends paid by the also provides that all shares in Hence, it is in the shareholders’ Company are credited to the respect of which the dividend interest to claim any uncashed investor’s account on time. of last 7 consecutive years has dividends and for future remained unclaimed, shall also dividends, opt for Electronic
444 11. The Ministry of Corporate period. The Member(s) cheque. The original cancelled Affairs had notified provisions whose dividend/ shares cheque should bear the name relating to unpaid / unclaimed are transferred to the IEPF of the Member. Members dividend under Sections Authority can now claim their holding shares in demat form 124 and 125 of Companies shares from the Authority by are requested to submit the Act, 2013 and Investor following the Refund Procedure aforesaid information to Education and Protection as detailed on the website of their respective Depository Fund (Accounting, Audit, IEPF Authority http://www. Participant. The Company Transfer and Refund) Rules, iepf.gov.in/IEPF/corporates. will not be in position to issue 2016. As per these Rules, html Demand Drafts for dividends dividends which are not to those shareholders whose encashed / claimed by the 12. The Securities and Exchange Bank account details are not shareholder for a period of Board of India (SEBI) vide its updated. seven consecutive years shall circular dated 20th April, 2018 be transferred to the Investor has mandated registration of 13. Details as stipulated under Education and Protection Permanent Account Number Listing Regulations in respect Fund (IEPF) Authority. The (PAN) and Bank Account of the Directors being IEPF Rules mandate the Details for all securities appointed/re-appointed are companies to transfer the holders. Members holding attached herewith to the shares of shareholders whose shares in physical form are Notice. dividends remain unpaid / therefore, requested to submit unclaimed for a period of their PAN and Bank Account By Order of the Board of Directors seven consecutive years to Details to our Registrars / the demat account of IEPF Investor Relations Department V Srinivasan Authority. Hence, the Company of the Company by sending a Chief Financial Officer & urges all the shareholders to duly signed letter along with Company Secretary encash / claim their respective self-attested copy of PAN Mumbai, July 2, 2021 dividend during the prescribed Card and original cancelled
445 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
ITEM 3 ITEM 4 professional expertise and rich Pursuant to Section 148 of the The Nomination and Remuneration experience. Hence, the Board Companies Act, 2013 and Rule Committee recommended the recommends the resolution at 14 of the Companies (Audit and appointment of Mr. Sudhir Sitapati item no.4 to the Members for their Auditors) Rules, 2014, the Company as the Managing Director & CEO approval. is required to appoint a Cost with effect from October 18, 2021 Auditor to audit the cost records for and the consequential change in None of the Directors, Key applicable products of the Company. role of Ms. Nisaba Godrej as a Managerial Personnel (KMP), or their Whole-time Director with effect from relatives are, in any way, concerned On the recommendation of the October 18, 2021. The Board of with or interested, financially or Audit Committee, at its meeting Directors at its meeting held on May otherwise in the said resolution. held on May 11, 2021, the Board 11, 2021 approved his appointment considered and approved the re- as the Managing Director of the By Order of the Board of Directors appointment of M/s. P. M. Nanabhoy Company designated as “Managing & Co., Cost Accountants as the Cost Director & CEO”, for a period of five V Srinivasan Auditor for the fiscal year 2021-22 at years with effect from October 18, Chief Financial Officer & a remuneration of ` 6,39,000/- per 2021. Company Secretary annum plus applicable taxes and Mumbai, July 2, 2021 The details of Mr. Sudhir Sitapati as reimbursement of out-of-pocket required to be given pursuant to the expenses. Listing Regulations and Secretarial Standards, are attached to the Notice. The Board of Directors recommend the Ordinary Resolution as set out For brevity, the particulars of the in Item No. 3 of the Notice for the proposed remuneration, perquisites, approval of the shareholders. and benefits payable to Mr. Sudhir Sitapati are not being set out in None of the Directors, Key the explanatory statement and the Managerial Personnel (KMP), or their members are requested to refer to relatives are, in any way, concerned the same as set out in the body of with or interested, financially or resolution. otherwise in the said resolution. The Board believes that the Company will benefit from his
446 Information pursuant to the Listing Regulations and Secretarial Standards with respect to appointment or re-appointment of Directors
Names of Director Nadir Godrej Sudhir Sitapati Category Non-Executive Director Managing Director and CEO DIN 00066195 09197063 Date of Birth and Age August 26, 1951 August 31, 1976 69 years 44 years Qualification • B.S Chem Engg (M.I.T, U.S.A), • MBA from Indian Institute of • M.S Chem Engg. (Stanford, U.S.A) Management, Ahmedabad • B.Sc in Math with Economics Honours from St. Xavier’s College, Mumbai Nature of Expertise/Experience Industrialist Marketing and General Management Brief Resume Appended at end of this table Appended at end of this table First Appointment on the Board November 29, 2000 October 18, 2021 (Proposed) Terms & Conditions of Re-appointment as a Non-Executive Director subject to As mentioned in the resolution Appointment/ re-appointment retirement by rotation Last Drawn Remuneration Last drawn remuneration is given in the Corporate The proposed appointment is the first Details along with remuneration Governance Section of the Annual Report. As a appointment in the Company sought to be paid Non-Executive Director, he is entitled to sitting fees for attending meetings of the Board/Committee and Commission on Profits as may be approved by the shareholders from time-to-time within the limits set out in the Companies Act, 2013 No. of shares held in GCPL as at 63* NIL March 31, 2021 Relationship with other Brother of Adi Godrej None Directors/ Manager/ KMP No. of Board meetings 5 Not applicable attended out of 5 meetings held during the year Directorship details Listed Public Companies: Listed Public Companies:
Godrej Consumer Products Limited NIL
Godrej Industries Limited Public Companies: NIL Godrej Agrovet Limited Private Companies: Godrej Properties Limited NIL Astec Lifesciences Limited LLPs: Public Companies: NIL Godrej & Boyce Mfg. Co. Limited Partnership Firms: Creamline Dairy Products Limited NIL Godrej Tyson Foods Limited
Private Companies:
Isprava Vesta Private Limited
Foreign Companies:
Godrej International Limited
ACI Godrej Agrovet Private Limited
447 Names of Director Nadir Godrej Sudhir Sitapati LLPs:
ABG Venture LLP
NBG Enterprise LLP
Anamudi Real Estate LLP
Partnership Firms;
Partner in RKN Enterprises Committee Positions Member: Member: Stakeholders’ Relationship Committee: NIL Godrej Properties Limited Chairperson: Risk Management Committee Godrej Properties Limited NIL
Chairman: Corporate Social Responsibility Committee Godrej Properties Limited * This shareholding reflects holding in their own name and does not include shares held as one of the trustee of family trusts.
Brief Resume of the Directors De Bombay, CII National Council, of Philosophy. And recently Mr. proposed to be appointed/re- Member, Past Chairman CII National Godrej was presented the award appointed: Committee on Chemicals - Past in Business Excellence at the IBG Independent Director of Indian function on 31st January, 2018 Nadir Godrej Hotels Company Limited and Mr. Nadir B. Godrej is the Managing Mahindra & Mahindra Limited for Sudhir Sitapati Director of Godrej Industries Limited many years. He is a member of the Mr. Sudhir Sitapati was the Executive & Chairman of Godrej Agrovet South Asia Research Centre Advisory Director - Foods and Refreshments Limited. Mr. Godrej has a Bachelor Board of Harvard Business School. at Hindustan Unilever Limited of Science degree in Chemical (HUL). In his 22 years at HUL, Engineering from Massachusetts He has been awarded the Chevalier he has led teams across several Institute of Technology, a Master de Legion d’Honneur, Globoil Life categories and functions in India, of Science degree in Chemical Time Achievement Award - 2012, Europe, South East Asia and Africa Engineering from Stanford University OTAI Life Time Achievement Award to create significant value for the and an MBA from Harvard Business - 2012, Chemtech CEW Leadership business. Sudhir was appointed to School. & Excellence Award - 2013, and the HUL Management Committee Chemexcil Life Time Achievement as an Executive Director in 2016, He has been a Director of several Award - 2013. He also received making him one of its youngest Godrej companies since 1977 and the Porter Prize 2013 for Creating ever members. Under Sudhir’s has developed the animal feed, Shared Value awarded to Godrej leadership, HUL built up its Foods agricultural inputs and chemicals Industries Ltd. Mr. Godrej recently and Refreshments business as one of businesses of Godrej Industries and received the prestigious CHEMTECH the largest in India. This included the other associate companies, and has Leadership & Excellence Award 2017 USD 5 billion merger and integration been very active in research. Mr. - Hall of Fame. of GlaxoSmithKline Consumer Godrej is a member of the South Healthcare with HUL, the largest Asia Advisory Board of Harvard Also, the Board of Management deal of its kind in the FMCG sector Business School. Mr. Godrej’s of Manav Rachna University has in India. outside commitments include: unanimously conferred Mr. Godrej President of The Alliance Francaise with an Honorary Degree of Doctor
448 In his previous roles, Sudhir was Lifebuoy?’ on rotis at the Kumbh Factory: Management lessons from instrumental in creating a world-class Mela, and Brooke Bond’s ‘Taste of Hindustan Unilever’. The book was a Tea business for HUL in India and Togetherness’. runner up at the Tata Book Festival, leading HUL’s Soaps business in the 2020. Sudhir has an MBA from the country. A passionate marketer, he He is currently the Co-Chair of the Indian Institute of Management, has worked closely on internationally CII National Committee of Food Ahmedabad and a B.Sc in Math with acclaimed purpose-led marketing Processing and is a past Co-Chair of Economics Honours from St. Xavier’s campaigns for some of HUL’s the FMCG Committee. He was also College, Mumbai. most iconic brands, including Surf a member of the advisory board of Excel’s ‘Dirt is Good’, Lifebuoy‘s Flipkart in 2015. Sudhir is the author ‘Have you washed your hands with of the best-selling book ‘The CEO
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