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Godrej & Boyce Manufacturing Company Limited Godrej & Boyce Manufacturing Company Limited ANNUAL REPORT For the year ended 31st March, 2019 GODREJ & BOYCE MANUFACTURING COMPANY LIMITED Established 1897 (Incorporated with limited liability on 3rd March, 1932 under the Indian Companies Act, 1913) ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2019 CORPORATE INFORMATION Board of Directors JAMSHYD N. GODREJ, Chairman & Managing Director ADI B. GODREJ NADIR B. GODREJ VIJAY M. CRISHNA, Executive Director KAVAS N. PETIGARA PRADIP P. SHAH Ms. ANITA RAMACHANDRAN ANIL G. VERMA, Executive Director & President KEKI M. ELAVIA Ms. NYRIKA HOLKAR, Executive Director - Corporate Affairs NAVROZE J. GODREJ Company Secretary Chief Financial Officer PERCY E. FOUZDAR PURVEZ K. GANDHI Auditors DELOITTE HASKINS & SELLS LLP Chartered Accountants Bankers CENTRAL BANK OF INDIA ICICI BANK LTD. UNION BANK OF INDIA AXIS BANK LTD. STATE BANK OF INDIA HDFC BANK LTD. CITIBANK N.A. KOTAK MAHINDRA BANK LTD. EXPORT-IMPORT BANK OF INDIA Registered Office and Head Office Pirojshanagar, Vikhroli, Mumbai 400 079 Telephone: (022) 6796 5656, 6796 5959; Fax: (022) 6796 1518 E-mail: [email protected] | Website: http://www.godrejandboyce.com Corporate Identity Number (CIN) U28993MH1932PLC001828 Godrej & Boyce Mfg. Co. Ltd. NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Eighty-Eighth Annual General Meeting of the Members of GODREJ & BOYCE MANUFACTURING COMPANY LIMITED will be held on Friday, 20th September, 2019 at 10.00 a.m. at Pirojshanagar, Vikhroli, Mumbai, 400079 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2019 together with the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. N.J. Godrej (DIN: 03049821), who retires by rotation and, being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. A. B. Godrej (DIN: 00065964), who retires by rotation and, being eligible, offers himself for re-appointment. SPECIAL BUSINESS 4. To approve payment of commission to the Non-Executive Directors of the Company and to consider, and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to Article 132 of the Articles of Association of the Company and the provisions of Section 197, 198 and all other applicable provisions, if any, of the Companies Act, 2013, a sum not exceeding 1% of the net profits of the Company per annum computed in the manner prescribed therein, in respect of the profits for each of the five financial years commencing from 1st April, 2019 be determined and distributed as commission amongst the Non-Executive Directors of the Company in such amounts or proportions and in such manner as may be directed by the Board of Directors (or any Committee thereof for the time being), and further that the commission paid to each of the Non-Executive Directors of the Company pursuant to this Resolution shall be in addition to the fee for attending Meetings of the Board or any Committee thereof which each such Non-Executive Director may be entitled to receive under the Articles of Association of the Company.” 5. To ratify the remuneration payable to the Cost Auditors for the financial year 2019-20 and to consider, and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force)- (a) Remuneration of Rs. 18,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses) payable to M/s. P. D. Dani & Associates, Cost Accountants, (Firm Registration No. 000593) appointed by the Board of Directors as the Cost Auditors of the Company to conduct the audit of the cost records of the Company in respect of Appliances, Vending Machines and Electric Motors businesses, for the financial year 2019-20, as approved by the Board of Directors, be and is hereby ratified; and (b) Remuneration of Rs. 24,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses) payable to Mr. A. N. Raman, Cost Accountant, (Membership No. 5359) appointed by the Board of Directors as the Cost Auditor of the Company to conduct the audit of the cost records of the Company in respect of Construction, Electricals & Electronics, Material Handling Equipment, Aerospace, Process Equipment, Precision Engineering, Toolings, Interio, and Security Solutions businesses, for the financial year 2019-20, as approved by the Board of Directors, be and is hereby ratified. FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.” 2 Annual Report and Accounts 2018-19 NOTES: a) The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business mentioned under Item Nos. 4 and 5 as set out in the Notice is annexed hereto. b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF THE COMPANY IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Member. Proxies in order to be effective should be deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting. A proxy so appointed shall not have any right to speak at the Meeting. A Proxy Form in Form MGT-11 is annexed to this Annual Report and marked Enclosure 5. Proxies submitted on behalf of the limited companies, societies, partnership firms, etc., must be supported by appropriate resolution/authority, as applicable, issued on behalf of the nominating organization. c) Corporate Members intending to send their authorized representatives to attend the Annual General Meeting, are requested to send a certified copy of the board resolution pursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote on their behalf at the Meeting. d) Brief Resume of Directors proposed to be re-appointed, as stipulated in Secretarial Standards as issued by the Institute of Company Secretaries of India is provided after the Explanatory Statement to this Notice. e) Relevant documents referred to in the accompanying Notice are available for inspection at the Registered Office of the Company during office hours on all days except Sundays and public holidays, upto the date of the Annual General Meeting. The aforesaid documents will also be available for inspection by Members at the Annual General Meeting. f) Pursuant to Section 101 of the Companies Act, 2013, read with relevant rules made thereunder, Companies can serve Annual Reports and other communications through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, unless any Member has requested for a physical copy of the same. Members who have not registered their email addresses so far are requested to register their email address with their Depository Participant only, for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company, electronically. g) Members may please note that in terms of Section 124 of the Companies Act, 2013, any dividend which has not been paid or claimed within thirty days from the date of declaration, shall be transferred within seven days from the date of expiry of the said period of thirty days to the Unpaid Dividend Account with a scheduled bank. Any money transferred to the Unpaid Dividend Account which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) set up by the Government of India under Section 125 of the Companies Act, 2013. For and on behalf of the Board J. N. GODREJ Chairman & Managing Director DIN: 00076250 Mumbai, 20th August, 2019 Registered Office: Pirojshanagar, Vikhroli, Mumbai 400 079. 3 Godrej & Boyce Mfg. Co. Ltd. ANNEXURE TO NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT: The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013, sets out all material facts relating to the business mentioned under Item Nos. 4 and 5 of the accompanying Notice dated 20th August, 2019. Item No. 4 Article 132 of the Articles of Association of the Company, inter alia, provides for payment of commission to a Director who is neither in the whole-time employment of the Company nor a Managing Director of the Company. Section 197 of the Companies Act, 2013, provides, inter alia, that a Director who is neither in the whole-time employment of the Company nor a Managing Director of the Company (the “Non-Executive Director”) may be paid remuneration by way of commission not exceeding 1% (one per cent) of the net profits of the Company, if the Company has a Managing or Whole-time Director, provided such payment is authorised by a Special Resolution passed in that behalf by the Members of the Company at a General Meeting.
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