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Notice of the Agm

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Notice of the Agm 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 AGM NOTICE is hereby given that the 06527810), who retires by rotation, Auditors of the Company to hold 18th ANNUAL GENERAL MEETING and being eligible, offers himself office from the conclusion of the (AGM) of the members of GODREJ for re-appointment; 18th Annual General Meeting of the CONSUMER PRODUCTS LIMITED 4. To appoint a Director in place Company to the conclusion of the will be held on Monday, July 30, of Ms. Tanya Dubash (DIN: 22nd Annual General Meeting to be 2018, at 3.00 p.m. at Godrej One, 00026028), who retires by rotation, held in 2022, on a remuneration as 1st Floor Auditorium, Pirojshanagar, and being eligible, offers herself may be agreed upon by the Board Eastern Express Highway, Vikhroli for re-appointment; of Directors and the Auditors, be (East), Mumbai- 400079 to transact 5. To ratify the appointment of and is hereby ratified.” the following business: Statutory Auditors for their remaining term and fix their SPECIAL BUSINESS ORDINARY BUSINESS remuneration and, if thought To consider and, if thought fit, to pass 1. To consider and adopt the fit, to pass, with or without with or without modification(s) the audited financial statements (both modification(s), the following following resolutions: standalone and consolidated) of resolution as an Ordinary 6. Ordinary Resolution for the the Company for the year ended Resolution: ratification of remuneration March 31, 2018, which include “Resolved That pursuant to payable to M/s. P. M. Nanabhoy the Statement of Profit & Loss Section 139, Section 142, and & Co. (Firm Membership number and Cash Flow Statement for the other applicable provisions, 000012), appointed as Cost year ended March 31, 2018, the if any, of the Companies Act, Auditors of the Company for the Balance Sheet as on that date, the 2013 and the Rules made fiscal year 2018-19 Auditors’ Report thereon, and the thereunder, including any statutory “Resolved That pursuant to Directors’ Report; modification(s) or re-enactment(s) Section 148 and other applicable 2. To confirm the Interim Dividends thereof for the time being in force, provisions, if any, of the paid during fiscal year 2017-18; the appointment of M/s. B S R & Companies Act, 2013 and the 3. To appoint a Director in place Co, LLP (Firm Registration No. Companies (Audit and Auditors) of Mr. Vivek Gambhir (DIN: 101248W/W-100022) as Statutory Rules, 2014, M/s. P. M. Nanabhoy Notice of the AGM 297 & Co. (Firm Membership number retire by rotation, be and is hereby 102(1) of the Companies Act, 000012), Cost Accountants, appointed as an Independent 2013 with respect to the special appointed as Cost Auditors by Director of the Company to hold business set out in the Notice is the Board of Directors to audit the office for a period of 5 years with annexed herewith. cost records of the Company for effect from January 30, 2018.” 2. A member entitled to attend and the fiscal year 2018-19, be paid a 8. Ordinary Resolution for fixing vote is entitled to appoint a proxy remuneration of ` 6,21,000/- per Commission on Profits to Non- to attend and on poll, to vote annum plus applicable taxes and Executive Directors on his/her behalf. Such a proxy out-of-pocket expenses that may “Resolved That in accordance need not be a member of the be incurred. with the provisions of Sections Company. The enclosed proxy Resolved Further That the Board 197, 198 and other applicable form should be deposited at the of Directors of the Company provisions, if any, of the Registered Office of the Company be and is hereby authorised to Companies Act, 2013, (the not less than 48 hours before the perform all such acts and take all Act) including any statutory commencement of the AGM. such steps as may be necessary, modification(s) or re-enactment(s) A person shall not act as a Proxy proper or expedient to give effect thereof, the Articles of Association for more than 50 members and to this resolution.” of the Company and subject to all holding, in aggregate, not more 7. Ordinary Resolution for applicable approval(s) as may be than 10 per cent of the total voting appointment of Ms. Pippa required, consent of the Members share capital of the Company. Tubman Armerding (DIN: be and is hereby accorded for However, a single person may act payment of commission from 08054033) as an Independent as a proxy for a member holding Financial Year 2018-19 to the Director more than 10 per cent of the Non Executive Directors of the “Resolved That pursuant to the total voting share capital of the Company as may be decided provisions of Sections 149, 150, Company provided that such a by the Board from time to time, and 152 read with Schedule IV and person shall not act as a proxy for provided that the total commission all other applicable provisions, if any other person. payable to the Non Executive any, of the Companies Act, 2013 3. Proxy-holders are requested to Directors per annum shall not and the Rules framed thereunder carry an Identity Proof at the time exceed one percent of the net and the SEBI (Listing Obligations of attending the meeting. profits of the Company for that and Disclosure Requirements) 4. Members are requested to bring year as computed in the manner Regulations, 2015 (LODR / their copy of the Annual Report to specified under Section 198 of Listing Regulations), including the AGM. the Act plus applicable taxes, with any statutory modifications or 5. Members are requested to send authority to the Board to determine re-enactment(s) thereof and any in their queries at least a week in the manner and proportion in rules made thereunder, for the time advance to the Chief Financial which the amount be distributed being in force, Ms Pippa Tubman Officer & Company Secretary among the Non-Executive Armerding (DIN: 08054033), who at the Registered Office of the Directors.” was appointed as an Additional Company to facilitate clarifications By Order of Independent Director of the during the meeting. the Board of Directors Company with effect from January 6. The route map for the venue of the 30, 2018, and whose term expires V Srinivasan meeting has been provided in the at this AGM, and in respect of Chief Financial Officer attendance slip. whom the Company has received & Company Secretary 7. Members are requested to note a notice in writing along with a that as per Section 124 of the Mumbai, June 22, 2018 deposit from a member proposing Companies Act, 2013, dividends her candidature for the office of an Notes: 7 years from the date of transfer to Independent Director not liable to 1. The statement pursuant to Section the Company’s Unpaid Dividend 298 Notice of the AGM Account shall be transferred to the IEPF on the dates mentioned Registrars, Computech Sharecap ‘Investor Education and Protection in the table. Those members Ltd., 147, M. G. Road, Fort, Fund’ (IEPF) of the Government. who have not, so far, encashed Mumbai 400001 (e-mail: gcpl@ Unclaimed Dividends, as per these dividend warrants or any the details given in the table subsequent dividend warrants computechsharecap.in) or the below, will be transferred to the may claim or approach our Company for payment thereof Dividend Period Type of Dividend Paid in Due date for transfer 2011-12 1st Interim August 2011 August 28, 2018 2011-12 2nd Interim November 2011 November 26, 2018 2011-12 3rd Interim February 2012 February 26, 2019 2011-12 4th Interim May 2012 June 5, 2019 2012-13 1st Interim August 2012 September 8, 2019 Please note that Section 124(6) of the Companies Act, 2013 also provides that all shares in respect of which the dividend of last 7 consecutive years has remained unclaimed, shall also be transferred to the IEPF. Hence, it is in the shareholders’ interest to claim any uncashed dividends and for future dividends, opt for Electronic Credit of dividend so that dividends paid by the Company are credited to the investor’s account on time. 8. Details as stipulated under Listing The instructions for members beneficiary ID, Regulations in respect of the for voting electronically are as b. For NSDL use the Directors being appointed/re- follows:- 8-character DP ID followed appointed are attached herewith (i) The e-voting facility is available by a 8-digit Client ID, to the Notice. from 9.00 a.m. on Thursday, c. Members holding shares 9. E-voting July 26, 2018 to 5.00 p.m. in the physical form In accordance with the provisions on Sunday, July 29, 2018. should enter the Folio of Section 108 of the Companies The e-voting module shall be Act, 2013 and Rule 20 of the disabled by CDSL for voting Number registered with the Companies (Management and thereafter. During this period, Company. Administration) Rules, 2014, shareholders of the Company, (v) Next, enter the Image and the Secretarial Standards holding shares either in Verification as displayed and issued by the Institute of physical or dematerialised Click on Login. Company Secretaries of India, (demat) form, as on the (vi) If shareholders hold shares the Company is pleased to cut-off date, Monday, July in demat form and have provide its members the facility 23, 2018, may cast their vote previously logged on to www.
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