Corporate Information Notice of the AGM

CORPORATE LIMITED INFORMATION 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 Registered Ofce Company Secretary Bankers

4th floor, Godrej One, V. Srinivasan Central Bank of India, Pirojshanagar, HDFC Bank Limited, NOTICE OF THE Eastern Express Highway, Auditors State Bank of India, Vikhroli (East), Mumbai - 400 079. The Hongkong & Shanghai Phone: 022-25188010, Kalyaniwalla & Mistry Banking Corporation Limited, AGM 022-25188020, Citibank N. A. 022-25188030 Registrar NOTICE is hereby given that the 16th 4. To ratify the appointment of SPECIAL BUSINESS ANNUAL GENERAL MEETING of the Statutory Auditors and fix their To consider and, if thought fit, to pass Fax: 022-25188040 Computech Sharecap Ltd. members of GODREJ CONSUMER remuneration and, if thought with or without modification(s) the Website: www.godrejcp.com PRODUCTS LIMITED will be held fit, to pass, with or without following resolutions: CIN: L24246MH2000PLC129806 on Friday, July 29, 2016 at 4.00 p.m. modification(s), the following at Godrej One, 1st Floor Auditorium, resolution as an 5. Ordinary Resolution for Pirojshanagar, Eastern Express Ordinary Resolution: ratifcation of remuneration Branches Highway, Vikhroli (East), Mumbai - "Resolved That pursuant to payable to M/s. P. M. Nanabhoy Delhi Kolkata Chennai Mumbai 400079 to transact the Section 139, Section 142, and & Co., appointed as Cost following business: other applicable provisions, Auditors of the Company for FY 2016-17 Factories in India ORDINARY BUSINESS if any, of the Companies Act, 2013 and the rules made “Resolved That pursuant to Assam Jammu & Kashmir Puducherry 1. To consider and adopt the thereunder, including any statutory Section 148 and other applicable audited financial statements (both Goa Madhya Pradesh Sikkim modification(s) or re-enactment(s) provisions, if any, of the standalone and consolidated) of thereof for the time being in Companies Act, 2013 and the Himachal Pradesh Meghalaya Tamil Nadu the Company for the year ended Companies (Audit and Auditors) March 31, 2016, which include force, the appointment of M/s. International Operations the Statement of Profit & Loss Kalyaniwalla & Mistry, Chartered Rules, 2014, M/s. P. M. Nanabhoy and Cash Flow Statement for the Accountants (Firm Registration & Co., Cost Accountants, Asia Middle East Africa Europe North America Latin America year ended March 31, 2016, the No.104607W) as Statutory appointed as Cost Auditors by Indonesia UAE South Africa United Kingdom United States of America Argentina Balance Sheet as at that date, the Auditors of the Company to hold the Board of Directors to audit Auditors’ Report thereon, and the office from the conclusion of the the cost records of the Company Bangladesh Mozambique Uruguay Directors’ Report; 14th Annual General Meeting of the for the FY 2016–17, be paid a ` Sri Lanka Nigeria Chile 2. To declare dividend on Company to the conclusion of the remuneration of 6.03 lac per equity shares; 17th Annual General Meeting to be annum plus applicable service tax Kenya 3. To appoint a Director in place held in 2017, on a remuneration as and out-of-pocket expenses that Ghana of Ms. (DIN: may be agreed upon by the Board may be incurred. 00026028), who retires by rotation of Directors and the Auditors, be Resolved Further That the Board Tanzania and being eligible, offers herself and is hereby ratified." of Directors of the Company be for re-appointment; and is hereby authorised to do all

256 Annual Report 2015-16 Godrej Consumer Products Limited 257 such acts and take all such steps be decided by the Board reimbursement of as may be necessary, proper or of Directors and will be expenditure incurred on expedient to give effect to merit-based and take into gas, water, power, and this resolution.” account other furnishing) or house rent relevant factors. allowance in lieu thereof 6. Special Resolution for re- The Company’s contribution as per the rules of appointment of Mr. to Gratuity shall be the Company; as Whole-time Director, according to the rules of • Payment/reimbursement designated as Chairman the Company, in force from of medical/ (DIN: 00065964) time-to-time. hospitalisation expenses “Resolved That pursuant to for the Chairman and his B) Performance-Linked Section 152, Section 196, Section family, hospitalisation, Variable Remuneration 197, and other applicable and accident insurance (PLVR) provisions, if any, of the for self and family in PLVR shall be according to Companies Act, 2013 read with accordance with the the applicable scheme of the Companies (Incorporation) rules of the Company; the Company for each of Rules, 2014 (including any • Leave Travel Assistance the financial year 2016-17, statutory modification(s) or re- for the Chairman and 2017-18 and 2018-19 or enactment(s) thereof, Mr. Adi his family in accordance as may be decided by the Godrej be and is hereby re- with the rules of Board of Directors. appointed as Whole-time Director, the Company;

designated as ‘Chairman’ of the C) Flexible Compensation • Payment/reimbursement Company, with effect from April 1, In addition to the fixed of club fees; 2016 to hold office for a period of compensation and • Consolidated privilege three years upon the remuneration PLVR, the Chairman leave on full pay as may be determined and will be entitled to the and allowance, agreed to between the Board of following allowances, not exceeding 30 Directors and Mr. Adi Godrej, on perquisites, benefits, days in a financial the following terms facilities, and amenities year. Encashment/ and conditions: as per the rules of the accumulation of leave Company and subject to will be permissible in I. Period of appointment: April the relevant provisions accordance with the 1, 2016 to March 31, 2019 of the Companies Rules specified by the Company; II. Remuneration Act, 2013 (collectively called ‘perquisites and • Sick leave as per the A) Fixed Compensation allowances’). rules of the Company; Fixed Compensation shall These perquisites and • Provision of Company include Basic Salary, allowances may be granted maintained car(s) with Company’s Contribution to to the Chairman in such driver(s) for official use; Provident Fund, form and manner as the • Provision of free and Gratuity. Board may decide. telephone facilities The Basic Salary shall be in • Furnished residential or reimbursement of the range of `14,16,666/- to accommodation telephone expenses `20,83,333/- per month, (including maintenance at residence including payable monthly. The of such accommodation, payment of local calls annual increments will provision of or and long distance

258 Annual Report 2015-16 Notice of the AGM

official calls; and perquisites as specified of such inattention to or • Such other perquisites above or paid additionally, in negligence in the conduct of and allowances as per accordance with the rules of the business of the Company the policy/rules of the the Company in any financial or of misconduct or of Company in force and/ year, which the Board in its any other act or omission or as may be approved absolute discretion may pay inconsistent with his duties as by the Board from time- to the Chairman from time-to- Chairman or any breach of this to-time. time shall not exceed the limits agreement, as in the opinion prescribed from time-to-time of all other Directors renders Explanation: under Section 197 and other his retirement from the office i. For Leave Travel applicable provisions of the of the Chairman desirable; the Assistance and Companies Act, 2013 read opinion of such other Directors reimbursement with Schedule V to the said Act shall be final, conclusive, and of medical and as may for the time being, be binding on the Chairman and hospitalisation in force. the Company may, by giving expenses, ‘family’ thirty days’ notice in writing means the spouse and IV. Minimum Remuneration to the Chairman, determine dependent children of Notwithstanding the foregoing, this Agreement and he shall Mr. Adi Godrej. if in any Financial Year during cease to be a Director and ii. For the purpose of the currency of the tenure of Chairman of the Company calculation of gratuity the Chairman, the Company upon expiration of such notice. and other retirement has no profits or its profits are iii. In the event of any re- benefits, the tenure inadequate, the remuneration enactment or re-codification of Mr. Adi Godrej as will be subject to Schedule V to of the Companies Act, 2013 an employee in the the Companies Act, 2013. or the Income Tax Act, 1961 erstwhile Godrej Soaps or amendments thereto, the Ltd. till March 31, 2001 Notes: foregoing shall continue shall also be taken i. The Chairman shall not, to remain in force and the into account. during the continuance of reference to various provisions iii. For the purpose of his employment or at any of the Companies Act, 2013 or accumulation of leave, time thereafter, divulge or the Income Tax Act, 1961 shall the balance of leave disclose to whomsoever or be deemed to be substituted to the credit of Mr. Adi make any use whatsoever, by the corresponding Godrej as on March 31, whether for his own or for any provisions of the new Act or 2001 in the erstwhile purpose other than that of the the amendments thereto or the Godrej Soaps Ltd., Company, any information Rules and notifications will be carried forward or knowledge obtained by issued thereunder.” to Godrej Consumer him during his employment Products Ltd. with the business or affairs or 7. Ordinary Resolution for re- iv. Perquisites shall be other matters whatsoever of appointment of Ms. Nisaba evaluated at actual the Company, and it shall be Godrej as Executive Director cost or if the cost is not the Chairman’s endeavour, (DIN: 00591503) ascertainable the same during the continuance of his “Resolved That pursuant to shall be valued as per employment, to prevent any Section 152, 196, 197, and other Income Tax Rules. other person from disclosing applicable provisions, if any, of the the aforesaid information. III. Overall Remuneration Companies Act, 2013 read with The aggregate of salary ii. If the Chairman be guilty

Godrej Consumer Products Limited 259 the Companies (Incorporation) the financial year 2016-17, of medical/ Rules, 2014 (including any 2017-18 and 2018-19 or hospitalisation expenses statutory modification(s) or as may be decided by the for self and family in re-enactment(s) thereof, Ms. Board of Directors. accordance with the Nisaba Godrej be and is hereby rules of the Company. C) Flexible Compensation re-appointed as Whole-time • Group insurance cover, In addition to the fixed Director, designated as ‘Executive group mediclaim cover; Director’ of the Company, with compensation and long • Payment/reimbursement effect from April 1, 2016 to hold term incentives, Ms. of club fees, food office for a period of three years Nisaba Godrej will be vouchers, and petrol upon the remuneration as may entitled to the following reimbursement; be determined and agreed to allowances, perquisites, between the Board of Directors benefits, facilities, and • Company car with driver and Ms. Nisaba Godrej, on the amenities as per rules of for official use, provision following terms and conditions: the Company and subject of telephone(s) to the relevant provisions at residence; I. Period of appointment: of the Companies July 1, 2016 to June 30, 2019 • Payment/reimbursement Act, 2013 (collectively of telephone expenses; II. Remuneration called “perquisites and • Housing Loan as per A) Fixed Compensation allowances”). rules of the Company, Fixed Compensation shall These perquisites and Contingency Loan include Basic Salary, allowances may be granted as per rules of the Company’s Contribution to to Ms. Nisaba Godrej in Company. These loans Provident Fund, such form and manner as shall be subject to and Gratuity. the Board may decide. Central Government The Basic Salary shall be in • Housing as per rules approval, if any; the range of ` 10,00,000/- of the Company (i.e. • Consolidated privilege to ` 14,66,667/- per month, unfurnished residential leave on full pay payable monthly. The accommodation and and allowance, annual increments will House Rent Allowance not exceeding 30 be decided by the Board at applicable rate as days in a financial of Directors and will be per Company’s rules OR year. Encashment/ merit-based and take into House Rent Allowance accumulation of leave account other as per Company’s will be permissible in relevant factors. rules); accordance with the The Company’s contribution • Furnishing at residence rules specified by the to Gratuity shall be as per rules of the Company. Sick leave as according to the rules of Company; per the rules of the Company, in force from the Company; time-to-time. • Supplementary Allowance; • Such other perquisites B) Performance-Linked • Leave Travel Assistance and allowances as per Variable Remuneration for self and family in the policy/rules of the (PLVR) accordance with the Company in force and/ PLVR shall be according to rules of the Company; or as may be approved the applicable scheme of by the Board from • Payment/reimbursement the Company for each of time-to-time.

260 Annual Report 2015-16 Notice of the AGM

Explanation: Notes: or amendments thereto, the i. For the Leave Travel i. Ms. Nisaba Godrej shall not, foregoing shall continue Assistance and during the continuance of her to remain in force and the reimbursement employment or at any time reference to various provisions of medical and thereafter, divulge or disclose of the Companies Act, 2013 or hospitalisation to whomsoever or make any the Income Tax Act, 1961 shall expenses, ‘family’ use whatsoever, whether be deemed to be substituted means the spouse and for her own or for any other by the corresponding dependent children and purpose other than that of the provisions of the new Act or dependent parents of Company, any information or the amendments thereto or the Ms. Nisaba Godrej. knowledge obtained by her Rules and notifications issued thereunder. ii. Perquisites shall be during her employment with evaluated at actual the business or affairs or other Resolved Further That the cost or if the cost is not matters whatsoever of the following persons viz. Mr ascertainable, the same Company and it shall be Ms. Adi Godrej, Chairman, Mr shall be valued as per Nisaba Godrej’s endeavour, Vivek Gambhir, Managing Income Tax Rules. during the continuance of her Director, Mr V Srinivasan, employment, to prevent any Chief Financial Officer & III. Overall Remuneration other person from disclosing Company Secretary or any The aggregate of salary the aforesaid information. other Non-Executive Director and perquisites as specified ii. If Ms. Nisaba Godrej is guilty authorised by the Board, are above or paid additionally in of such inattention to or hereby severally authorised accordance with the rules of negligence in the conduct of to enter into an agreement the Company in any financial the business of the Company with Ms. Nisaba Godrej, to year, which the Board in its or of misconduct or of give effect to this appointment absolute discretion may pay any other act or omission and include such other terms to Ms. Nisaba Godrej from inconsistent with her duties in the agreement as may be time-to-time, shall not exceed as Director or any breach of necessary and in the best the limits prescribed from time- the terms of her appointment, interest of the Company.” to-time under Section 197 and as in the opinion of all 8. Ordinary Resolution for other applicable provisions of other Directors renders her re-appointment of Mr. Vivek the Companies Act, 2013 read retirement from the office Gambhir as Managing Director with Schedule V to the said Act desirable, the opinion of such (DIN: 06527810) as may for the time being, other Directors shall be final, be in force. conclusive and binding on “Resolved That pursuant to her and the Company may, Section 152, 196, 197, and other IV. Minimum Remuneration by giving thirty days’ notice applicable provisions, if any, of the Notwithstanding the foregoing, in writing, terminate this Companies Act, 2013 read with if in any Financial Year during appointment and she shall the Companies (Incorporation) the currency of the tenure cease to be the Director of the Rules, 2014 (including any of Ms. Nisaba Godrej, the Company, upon expiration of statutory modification(s) or Company has no profits or such notice. re-enactment(s) thereof, Mr. its profits are inadequate, the Vivek Gambhir be and is hereby remuneration will be subject to iii. In the event of any re- re-appointed as Whole-time Schedule V to the enactment or re-codification Director, designated as ‘Managing Companies Act, 2013. of the Companies Act, 2013 Director’ of the Company, with or the Income Tax Act, 1961

Godrej Consumer Products Limited 261 effect from April 1, 2016 to hold term incentives, Mr. of club fees, food office for a period of three years Vivek Gambhir will be vouchers, and petrol upon the remuneration as may entitled to the following reimbursement; be determined and agreed to allowances, perquisites, • Company car with driver between the Board of Directors benefits, facilities, and for official use, provision and Mr. Vivek Gambhir, on the amenities as per rules of of telephone(s) at following terms and conditions: the Company and subject residence; to the relevant provisions • Payment/reimbursement I. Period of appointment: of the Companies of telephone expenses; July 1, 2016 to June 30, 2019 Act, 2013 (collectively • Housing Loan as per II. Remuneration called ‘perquisites and rules of the Company allowances’). and Contingency A) Fixed Compensation These perquisites and Loan as per rules of Fixed Compensation shall allowances may be granted the Company. These include Basic Salary, to Mr. Vivek Gambhir in loans shall be subject Company’s Contribution such form and manner as to Central Government to Provident Fund, and the Board approval, Gratuity. may decide. if any; The Basic Salary shall be in • Housing as per rules • Consolidated privilege the range of ` 20,83,333/- of the Company (i.e. leave on full pay to ` 29,16,667/-per month, unfurnished residential and allowance, payable monthly. The accommodation and not exceeding 30 annual increments will House Rent Allowance days in a financial be decided by the Board at applicable rate as year. Encashment/ of Directors and will be per Company’s rules OR accumulation of leave merit-based and take into House Rent Allowance will be permissible in account other relevant as per Company’s accordance with the factors. rules); rules specified by the The Company’s contribution • Furnishing at residence Company. Sick leave to Gratuity shall be as per rules of the as per the rules of the according to the rules of Company; Company; the Company, in force from • Supplementary time-to-time. • Such other perquisites Allowance; and allowances as per • Leave Travel Assistance B) Performance-Linked the policy/rules of the Variable Remuneration for self and family in Company in force and/ (PLVR) accordance with the or as may be approved PLVR shall be according to rules of the Company; by the Board from time- the applicable scheme of • Payment/reimbursement to-time. the Company for each of of medical/ the financial year 2016–17, hospitalisation expenses Explanation: 2017–18 and 2018–19 or as for self and family in i. For the Leave Travel may be decided by the accordance with the Assistance and Board of Directors. rules of the Company. reimbursement • Group insurance cover, of medical and C) Flexible Compensation group mediclaim cover; hospitalisation In addition, to the fixed • Payment/reimbursement expenses, ‘family’ compensation and long means the spouse and

262 Annual Report 2015-16 Notice of the AGM

dependent children of thereafter, divulge or disclose reference to various provisions Mr. Vivek Gambhir. to whomsoever or make any of the Companies Act, 2013 or ii. Perquisites shall be use whatsoever, whether for his the Income Tax Act, 1961 shall evaluated at actual own or for any other purpose be deemed to be substituted cost or if the cost is not other than that of the Company, by the corresponding ascertainable the same any information or knowledge provisions of the new Act or shall be valued as per obtained by him during his the amendments thereto or the Income Tax Rules. employment with the business Rules and notifications or affairs or other matters issued thereunder. III. Overall Remuneration whatsoever of the Company, Resolved Further That the The aggregate of salary and it shall be the Managing following persons viz. Mr Adi and perquisites as specified Director’s endeavour, during Godrej, Chairman, Ms. Nisaba above or paid additionally in the continuance of his Godrej, Executive Director, Mr accordance with the rules of employment, to prevent any V Srinivasan, Chief Financial the Company in any financial other person from disclosing Officer & Company Secretary year, which the Board in its the aforesaid information. or any other Non-Executive absolute discretion may pay iii. If the Managing Director be Director authorised by the to the Managing Director from guilty of such inattention to Board, are hereby severally time-to-time, shall not exceed or negligence in the conduct authorised to enter into an the limits prescribed from time- of the business of the agreement with Mr. Vivek to-time under Section 197 and Company or of misconduct or Gambhir, to give effect to this other applicable provisions of of any other act or omission appointment and include such the Companies Act, 2013 read inconsistent with his duties other terms in the agreement with Schedule V to the said Act as Director or any breach of as may be necessary and as may for the time being, be the terms of his appointment, in the best interest of the in force. as in the opinion of all Company.” IV. Minimum Remuneration other Directors renders his By Order of the Board of Directors Notwithstanding the foregoing, retirement from the office if in any Financial Year during desirable, the opinion of such V Srinivasan the currency of the tenure of other Directors shall be final, Chief Financial Officer the Managing Director, the conclusive, and binding on & Company Secretary Company has no profits or the Managing Director and the Mumbai, June 24, 2016 its profits are inadequate, the Company may, by giving thirty days’ notice in writing to the remuneration will be subject to Notes: Managing Director, terminate Schedule V to the Companies 1. The statement pursuant to Section Act, 2013. this appointment, and he shall cease to be the Managing 102(1) of the Companies Act, 2013 with respect to the special Notes: Director of the Company, upon business set out in the Notice is i. The Managing Director is expiration of such notice. annexed herewith. liable to retire by rotation. The iv. In the event of any re- appointment is terminable by enactment or re-codification 2. A member entitled to attend and giving three months’ notice in of the Companies Act, 2013 vote is entitled to appoint a proxy writing on either side. or the Income Tax Act, 1961 to attend and on poll, to vote ii. The Managing Director shall or amendments thereto, the on his/her behalf. Such a proxy not, during the continuance of foregoing shall continue need not be a member of the his employment or at any time to remain in force and the Company. The enclosed proxy form should be deposited at the

Godrej Consumer Products Limited 263 Registered Office of the Company their copy of the Annual Report to Account shall be transferred to the not less than 48 hours before the the AGM. Investor Education and Protection commencement of the AGM. 5. Members are requested to send Fund of the Government. A person shall not act as a Proxy in their queries at least a week in Unclaimed Dividends as per for more than 50 members and advance to the Chief Financial details given in the table below holding in the aggregate not more Officer & Company Secretary will be transferred to the ‘Investor than 10% of the total voting share at the Registered Office of the Education and Protection Fund’ on capital of the Company. However, Company to facilitate clarifications the dates mentioned in the table. a single person may act as a during the meeting. Those members who have not, proxy for a member holding more 6. The route map for the venue of so far, encashed these dividend than 10% of the total voting share the meeting has been given in the warrants or any subsequent capital of the Company provided attendance slip. dividend warrants may claim that such person shall not act as a 7. Members are requested to note or approach our Registrars proxy for any other person. that as per Section 124 of the viz. Computech Sharecap 3. Proxy-holders are requested to Companies Act, 2013, dividends Ltd., 147, M. G. Road, Fort, carry an Identity Proof at the time not claimed within seven years Mumbai 400001 (e-mail: gcpl@ of attending the meeting. from the date of transfer to the computechsharecap.com) or the 4. Members are requested to bring Company’s Unpaid Dividend Company for payment thereof. Dividend Period Due date for transfer 1st Interim 2009-10 paid in August 2009 August 30, 2016 2nd Interim 2009-10 paid in November 2010 December 05, 2016 3rd Interim 2009-10 paid in February 2010 February 28, 2017 4th Interim 2009-10 paid in May 2010 June 01, 2017 1st Interim 2010-11 paid in August 2010 August 29, 2017

Please note that Section 124(6) of Companies Act, 2013 also provides that all shares in respect of the unclaimed dividend shall also be transferred to the IEPF. Hence, it is in the shareholders’ interest to claim any uncashed dividends and for future, 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 to vote at the 16th Annual General dematerialized form, as on Listing Regulations, 2015 in Meeting by electronic means and the cut-off date (record date) respect of the Directors being the business may be transacted of July 22, 2016 may cast appointed/re-appointed are through e-voting services their vote electronically. The attached herewith to the Notice. provided by Central Depository e-voting module shall be Services disabled by CDSL for 9. E-voting Limited (“CDSL”). voting thereafter. In accordance with the provisions The instructions for members for (ii) The shareholders should log of Section 108 of the Companies voting electronically are as under:- on to the e-voting website Act, 2013 and Rule 20 of the (i) The voting period begins www.evotingindia.com Companies (Management and on Tuesday, 26th July, 2016 (iii) Click on Shareholders. Administration) Rules, 2014, and at 9.00 a.m. and ends on (iv) Now Enter your User ID the Secretarial Standards issued Thursday, 28th July, 2016 by the Institute of Company a. For CDSL: 16 digits at 5.00 p.m. During this Secretaries of India, the Company beneficiary ID, period, shareholders’ of the is pleased to provide its members b. For NSDL: 8 Character DP Company, holding shares the facility to exercise their right ID followed by 8 either in physical form or in

264 Annual Report 2015-16 Notice of the AGM

Digits Client ID, Verification as displayed and existing password is c. Members holding shares in Click on Login. to be used. Physical Form should enter (vi) If you are holding shares in (vii) If you are a first time user Folio Number registered demat form and had logged follow the steps given below: with the Company. on to www.evotingindia.com For members holding shares in (v) Next enter the Image and voted on an earlier voting Demat Form and of any company, then your 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) • Members who have not updated their PAN with the Company/Depository Participant are requested to enter the sequence numbers provided on the address label. DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio. If both the details are not recorded with the depository or company please enter the member id/folio number in the Dividend Bank details feld as mentioned in instruction (iv).

(viii) After entering these details this Notice. your vote. appropriately, click on (xi) Click on the EVSN for < (xvi) You can also take out print “SUBMIT” tab. GODREJ CONSUMER of the voting done by you by (ix) Members holding shares in PRODUCTS LIMITED > on clicking on “Click here to print” physical form will then directly which you choose to vote. option on the Voting page. reach the Company selection (xii) On the voting page, you (xvii) If Demat account holder screen. However, members will see “RESOLUTION has forgotten the changed holding shares in demat form DESCRIPTION” and against password then enter the User will now reach ‘Password the same the option “YES/NO” ID and the image verification Creation’ menu wherein they for voting. Select the option code and click on Forgot are required to mandatorily YES or NO as desired. The Password & enter the details enter their login password option YES implies that you as prompted by the system. in the new password field. assent to the resolution and (xviii) Shareholders can also Kindly note that this password option NO implies that you cast their vote using CDSL’s is to be also used by the dissent to the resolution. mobile app m-Voting available demat holders for voting (xiii) Click on the “RESOLUTIONS for android based mobiles. for resolutions of any other FILE LINK” if you wish to view The m-Voting app can be company on which they are the entire Resolution details. downloaded from Google Play eligible to vote, provided that (xiv) After selecting the resolution Store. As informed by CDSL, company opts for e-voting you have decided to vote the app will be available for through CDSL platform. It is on, click on “SUBMIT”. A Apple and Windows phone strongly recommended not to confirmation box will be users on the App Store and share your password with any displayed. If you wish to the Windows Phone Store other person and take utmost confirm your vote, click on respectively on or after 30th care to keep your “OK”, else to change your June 2016. Please follow the password confidential. vote, click on “CANCEL” and instructions as prompted by (x) For members holding shares accordingly modify your vote. the mobile app while voting on in physical form, the details (xv) Once you “CONFIRM” your your mobile. can be used only for e-voting vote on the resolution, you will (xix) Note for Non – Individual on the resolutions contained in not be allowed to modify Shareholders and Custodians

Godrej Consumer Products Limited 265 • Non-Individual Meeting and are entitled to vote if any, to the Chairman of the shareholders (i.e. other but have not exercised their right Company who shall countersign than Individuals, HUF, NRI to vote by electronic means, the the same.. etc.) and Custodian are Chairman of the Company will 13. The resolutions will be deemed required to log on to www. order a poll on his own motion to be passed on the AGM date evotingindia.com and for all businesses specified subject to receipt of the requisite register themselves in the accompanying Notice. numbers of votes in favour of as Corporates. Ballot papers will be distributed the resolutions. • A scanned copy of the at the meeting to enable such 14. The results declared along with Registration Form bearing shareholders to cast their vote. the Scrutiniser’s Report shall be the stamp and sign of the For clarity, please note that the members who have exercised placed on the Company’s website entity should be emailed their right to vote by electronic www. godrejcp.com after same to helpdesk.evoting@ means shall not vote by way of has been communicated to the cdslindia.com poll at the Meeting. The voting BSE and NSE. • After receiving the login rights of the members shall be in details a compliance By Order of the Board of Directors proportion to their shares of the user should be created paid-up equity share capital of V Srinivasan using the admin login and the Company as on the cut-off/ Chief Financial Officer password. The Compliance record date i.e. July 22, 2016. The & Company Secretary user would be able to link poll process shall be conducted Mumbai, June 24, 2016 the account(s) for which and scrutinised and a report they wish to vote on. thereon will be prepared in EXPLANATORY STATEMENT • The list of accounts should accordance with Section 109 of PURSUANT TO SECTION be mailed to helpdesk the Companies Act, 2013 read 102(1) OF THE COMPANIES [email protected] and with the Companies (Management ACT, 2013 on approval of the accounts and Administration) Rules, 2014. they would be able to cast 11. Mr. Kalidas Vanjpe, Practising ITEM 5 their vote. Company Secretary, (Membership Pursuant to Section 148 of the • A scanned copy of the No. FCS 7132) has been Companies Act, 2013 and Rule 14 of Board Resolution and appointed as the Scrutiniser to the Companies (Audit and Auditors) Power of Attorney (POA) scrutinise the e-voting process Rules, 2014, the Company is required which they have issued in (including the ballot cast by the to appoint a cost auditor to audit favour of the Custodian, if Members at the AGM) in a fair and the cost records for the applicable any, should be uploaded in transparent manner. PDF format in the system products of the Company. 12. The Scrutiniser shall, immediately for the scrutinizer to verify On the recommendation of the Audit after the conclusion of voting at the same. Committee at its meeting held on the general meeting, first count (xx) In case you have any queries the votes cast at the meeting, May 3, 2016, the Board considered or issues regarding e-voting, thereafter unblock the votes cast and approved the appointment of you may refer the Frequently through remote e-voting in the M/s. P. M. Nanabhoy & Co., Cost Asked Questions (“FAQs”) and presence of at least two witnesses Accountants as the cost auditor for e-voting manual available at not in the employment of the the FY 2016–17 at a remuneration of www.evotingindia.com under Company and make, not later ` 6.03 lac per annum plus applicable help section or write an email than three days of conclusion service tax and reimbursement of out- to [email protected] of the meeting, a consolidated of-pocket expenses. 10. In case of members who are Scrutiniser's Report of the total attending the Annual General The Board of Directors recommends votes cast in favour or against,

266 Annual Report 2015-16 Notice of the AGM

the Ordinary Resolution as set out at the Registered Office of the statement and the members are in Item No. 5 of the Notice for the Company during business hours on requested to refer to the same as approval of the shareholders. all working days (Monday to Friday), set out in the body of the respective None of the Directors, Key Managerial except public holidays, up to the date resolutions. of the AGM. Personnel, or their relatives are in The agreements proposed to be any way, concerned or interested, The Board recommends the entered into with Ms. Nisaba Godrej financially or otherwise, in the said resolution to the Members for their for her re-appointment as Executive resolution. approval. Director and Mr. Vivek Gambhir for his re-appointment as Managing Director ITEM 6 Mr. , Ms. Tanya Dubash, are available for inspection at the The Board of Directors at its meeting Ms. Nisaba Godrej and Mr. Adi Registered Office of the Company held on January 27, 2016 approved Godrej himself are interested in the during business hours on all working the re-appointment of Mr. Adi Godrej said resolution. days (Monday to Friday), except as Whole-time Director, designated ITEM 7 and ITEM 8 public holidays, up to the date of the as Chairman, for a further period of 3 AGM. years on the Board of the Company The Board of Directors at its meeting with effect from April 1, 2016 to March held on May 3, 2016 approved the The Board believes that the Company 31, 2019, subject to the shareholders’ re-appointment of Ms. Nisaba Godrej will benefit from their professional approval. as Executive Director and Mr. Vivek expertise and rich experience. The Board recommends the resolution at The details of Mr. Adi Godrej, as Gambhir as Managing Director, for a item no. 7 and 8 to the members for required to be given pursuant to the further period of 3 years on the Board their approval. Listing Regulations and Secretarial of the Company with effect from July Standards, are attached to the Notice. 1, 2016, subject to the shareholders’ Mr. Adi Godrej, Ms. Tanya Dubash For brevity, the particulars of the approval. and Ms. Nisaba Godrej herself are proposed remuneration, perquisites, The details of Ms. Nisaba Godrej interested in the resolution under item and benefits payable to Mr. Adi and Mr. Vivek Gambhir, as required no 7. Mr. Vivek Gambhir is interested Godrej are not being set out in the to be given pursuant to the Listing in the resolution under item no 8. explanatory statement, and the Regulations and Secretarial members are requested to refer to Standards, are attached to the Notice. By Order of the Board of Directors the same as set out in the body of the resolution. For brevity, the particulars of the V Srinivasan proposed remuneration, perquisites, Chief Financial Officer The agreement entered into with and benefits payable to Ms. Nisaba & Company Secretary Mr. Adi Godrej for his re-appointment Godrej and Mr. Vivek Gambhir are Mumbai, June 24, 2016 as Whole-time Director, designated as not being set out in the explanatory Chairman, is available for inspection

Godrej Consumer Products Limited 267 Information pursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/ Re-appointment of Directors Name of Adi Godrej Nisaba Godrej Vivek Gambhir Tanya Dubash Director Category Whole-time Director Whole-time Director Managing Director Non-Executive Director designated as Chairman designated as Executive Director DIN 00065964 00591503 06527810 00026028 Date of Birth and April 3, 1942 February 12, 1978 November 27, 1968 September 14, 1968 Age 74 years 38 years 48 years 48 years Qualifcation • B.S, M.S Massachusetts • BSC, Wharton School, • MBA from the Harvard • Graduate in Economics Institute of Technology, Pennsylvania Business School and Political Science from U.S.A • MBA, Harvard Business • BS (Computer Science) Brown University, USA School • BA (Economics) from • Completed Advanced Lafayette College Management Programme from Harvard Business School Nature of Industrialist Industrialist General Management Industrialist Expertise/ Experience Brief Resume Appended at end of this Appended at end of this Appended at end of this Appended at end of this table table table table First November 29, 2000 May 2, 2011 April 30, 2013 May 2, 2011 Appointment on the Board Terms & Appointment for a period of Appointment for a period of Appointment for a period Appointed as a Director Conditions of three years three years of three years subject to liable to retire by rotation Appointment/ retirement by rotation Re-appointment Remuneration Last drawn remuneration Last drawn remuneration Last drawn remuneration Last drawn remuneration Details is given in the Corporate is given in the Corporate is given in the Corporate is given in the Corporate Governance Section of Governance Section of Governance Section of Governance Section of the Annual Report. The the Annual Report. The the Annual Report. The the Annual Report. As a remuneration details for remuneration details for remuneration details for Non-Executive Director, proposed appointment proposed appointment proposed appointment she is entitled to sitting fees is given in the text of the is given in the text of the is given in the text of the for attending meetings of resolution. resolution. resolution. the Board/Committee and Commission on Profts as may be approved by the shareholders from time-to- time within the limits set out in the Companies Act, 2013 No. of shares 500 10,71,061 19,558 10,71,054 held in GCPL as at March 31, 2016 Relationship with Brother of Mr. Nadir Godrej Daughter of Mr. Adi Godrej None Daughter of Mr. Adi Godrej other Directors/ and Father of Ms. Tanya Sister of Ms. Tanya Dubash Sister of Ms. Nisaba Godrej Manager/KMP Dubash and Ms. Nisaba Godrej No. of Board 4 4 4 3 meetings attended out of 4 meetings held during the year

268 Annual Report 2015-16 Notice of the AGM

Name of Adi Godrej Nisaba Godrej Vivek Gambhir Tanya Dubash Director Other Listed Public Companies: Listed Public Companies: Listed Public Companies: Listed Companies: Directorships Godrej Consumer Products Godrej Consumer Products Godrej Consumer Products Godrej Consumer Products Ltd. Ltd. Ltd. Ltd. Godrej Industries Ltd. Godrej Properties Ltd. Public Companies: Public Companies: Ltd. Philips India Limited Public Companies: Public Companies: Vora Soaps Ltd. Godrej & Boyce Mfg. Co. Foreign Companies: Foreign Companies: Ltd. Godrej Agrovet Ltd. Godrej Global Mid East Godrej UK Ltd. Vora Soaps Ltd. Natures Basket Ltd. FZE Godrej Agrovet Ltd. Godrej Consumer Products (UK) Ltd. Private Companies: Private Companies: Godrej South Africa Pty. Godrej Holdings Pvt. Ltd. Godrej Investments Pvt. Ltd. Ltd. Kinky Group Pty. Ltd. Foreign Companies: Swaddle Projects Pvt. Ltd. Godrej Consumer Products Godrej Nigeria Ltd. (UK) Ltd. Foreign Companies: PT Megasari Makmur Godrej UK Ltd. PT Ekamas Sarijaya LLPs: DGH Phase Two Mauritius Anamudi Real Estates LLP Pvt. Ltd. PT Sarico Indah Consell S.A. PT Indomas Susemi Jaya Panamar Producciones Sri, PT Intrasari Raya Argentina Cosmetica Nacional Godrej International Ltd. Godrej Consumer Products DGH Phase Two Mauritius Mauritius Ltd. Pvt. Ltd. Godrej Consumer Products DGH Tanzania Ltd. Holding (Mauritius) Ltd Weave IP Holding Mauritius Godrej Consumer Products Dutch Cooperatief U.A. Pvt. Ltd. Godrej Consumer Products (Netherlands) B.V. Godrej Consumer Holdings (Netherlands) B.V. Godrej Netherlands B.V. Godrej Mauritius Africa Holdings Ltd. Godrej East Africa Holdings Ltd. Section 8 Companies: Indian School of Business LLPs: ABG Venture LLP NBG Enterprise LLP

Godrej Consumer Products Limited 269 Name of Adi Godrej Nisaba Godrej Vivek Gambhir Tanya Dubash Director Committee Chairman: Member: Chairman: Chairman: Positions Stakeholders’ Risk Management CSR Committee: Audit Committee: Relationship Committee: Committee: Philips India Ltd. Natures Basket Ltd. Godrej Industries Ltd Godrej Consumer Products Godrej Properties Ltd. Ltd. Nomination & Member: Remuneration Stakeholders’ Member: CSR Committee: Committee: Relationship Committee: Stakeholders’ Godrej Consumer Products Philips India Ltd. Godrej Industries Ltd. Relationship Committee: Ltd. Godrej Consumer Products Member: Risk Management Ltd. Audit Committee: Committee: Philips India Ltd. Godrej Industries Ltd. CSR Committee: Stakeholders’ Godrej Industries Ltd Relationship Committee: Godrej Consumer Products Godrej Consumer Products Ltd. Ltd.

Nomination & Risk Management Remuneration Committee: Committee: Godrej Consumer Products Natures Basket Ltd. Ltd.

CSR Committee: Godrej Consumer Products Ltd.

Brief Resume of the Directors Executive Board. Mr. Godrej is a of the Year 2013, and the All India proposed to be re-appointed: patron of the Himalayan Club. Management Association-Business He is a recipient of several awards Leader of the Year 2015. Mr. Adi Godrej and recognitions, including the Rajiv Mr. Godrej holds a Bachelor’s and Mr. Adi Godrej is Chairman of the Gandhi Award 2002, The American Master’s degree from the Sloan , which is mainly a India Foundation (AIF) Leadership School of Management at MIT. privately held, more than 100-year-old in Philanthropy Award 2010, The family conglomerate, with operations Ms. Nisaba Godrej Entrepreneur of the Year at the Asia in India and several other countries. Ms. Nisaba Godrej is Executive Pacific Entrepreneurship Awards Mr. Godrej has been president of Director, Godrej Consumer Products 2010, Best Businessman of the several Indian Trade and Industrial and leads the innovation strategy for Year for the GQ Men of the Year Bodies and Associations. the Company. Ms. Nisaba Godrej also Awards 2010, Chemexcil’s Lifetime oversees the corporate strategy and He is Chairman of the Board of Achievement Award 2010, AIMA– human capital functions for Godrej the Indian School of Business and JRD Tata Corporate Leadership Industries and Associate Companies Past President of the Confederation Award 2010, Bombay Management (GILAC). She is responsible for of Indian Industry. He has been a Association–Management Man of driving the Group’s transformation member of the Dean’s Advisory the Year Award 2010–2011, Qimpro efforts, including efforts to attract and Council of the MIT Sloan School of Platinum Standard award for business develop outstanding talent and make Management, Chairman of the Board in 2011, Ernst & Young Entrepreneur the culture more agile and innovative. of Governors of the Narsee Monjee of the Year 2012, the Padma Bhushan Ms. Nisaba Godrej’s previous Institute of Management Studies 2012, The Asian Awards Entrepreneur and a member of the Wharton Asian assignments within the Godrej Group

270 Annual Report 2015-16 Notice of the AGM

included the successful turnaround Under Mr. Gambhir’s leadership, the on the Board of Philips India Limited. of Godrej Agrovet Limited. She has Group’s planning processes became Mr. Vivek Gambhir has an MBA from also led the creation of a strategy cell more robust. He helped define the the Harvard Business School and for the Group and the development of CREATE portfolio strategy and the a BS (Computer Science) and BA the FMCG strategy for the Group. 10 × 10 objective for the Group. (Economics) from Lafayette College. This has included creating a five- Mr. Vivek Gambhir led the Finance, Ms. Tanya Dubash year roadmap for Godrej Consumer Investor Relations, Legal, and IT Ms. Tanya Dubash is the Executive Products, outlining category choices functions for Godrej Industries. Director and Chief Brand Officer of and instituting an M & A cell with a He was also the Secretary to the the Godrej Group and is responsible focused playbook that led to eight Business Board. for reinventing the Godrej Brand and acquisitions between 2009 and 2011. In his role as Chief Strategy Officer, charged with evolving the Group to a Mr. Vivek Gambhir was very closely Ms. Nisaba Godrej drives the more brand-driven organisation. Group’s ‘Good and Green’ (CSR) involved with GCPL. He was the key Ms. Tanya Dubash is a Director initiatives and is the point person architect of GCPL’s 3 by 3 strategy, on the Boards of several Godrej for the operations of the Godrej led mergers and acquisitions, and Group companies, including Godrej Family Council. She is on the Board was instrumental in driving the Industries Limited, Godrej Consumer of Directors of Godrej Consumer Company’s international expansion Products Limited, and Godrej Agrovet Products, Godrej Agrovet Limited, efforts. He co-led Project Neo Limited. She is also the Chairperson and Teach For India. that developed the blueprint for integrating the erstwhile Godrej Sara of Godrej Nature’s Basket. She heads Ms. Nisaba Godrej has a BSc degree Lee business with GCPL. He also the Strategic Marketing Group (SMG) from The Wharton School, University led the process for a private equity that guides the Godrej Masterbrand of Pennsylvania and an MBA from investment in the Company. and portfolio strategy and chairs a Harvard Business School. She is Marketing Council comprising Group Prior to joining the Godrej Group, passionate about girls’ education, the Marketing Heads. human mind, design, trekking, and Mr. Vivek Gambhir was a partner at Ms. Tanya Dubash is also on the equestrian sports. Bain & Company, one of the world’s leading business consulting firms. Board of AIESEC. She is a Trustee Mr. Vivek Gambhir He worked with Bain in Boston, of Brown University and a member Mr. Vivek Gambhir joined Godrej Singapore, and New Delhi. of the Brown-India Advisory Council. She was recognised by the World Industries in 2009 as Chief Strategy He was a founding member of Bain’s Economic Forum as a Young Global Officer and was responsible for consulting operations in India and led Leader in 2007. enhancing the strategic capabilities the firm’s FMCG practice in India. within the Group companies, guiding She is AB cum laude, Economics & Mr. Vivek Gambhir is the President of overall Group strategy, conducting Political Science, Brown University, the Home Insect Control Association, portfolio analysis, leading mergers USA, and an alumnus of the Harvard is an Executive Committee member and acquisitions, and driving Business School. of the Indian Beauty and Hygiene special projects. Association, and serves as a Director

Godrej Consumer Products Limited 271 NOTES

272 Annual Report 2015-16 NOTES

Godrej Consumer Products Limited 273 NOTES

274 Annual Report 2015-16 Notice of the AGM 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, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400079 CIN: L24246MH2000PLC129806 16th Annual General Meeting (AGM) – July 29, 2016

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 16th Annual General Meeting of the Company to be held on Friday, July 29, 2016 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 consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2016, the Balance Sheet as at that date, the Auditors’ Report thereon, and the Directors’ Report 2. To declare dividend on equity shares 3. To appoint a Director in place of Ms. Tanya Dubash, who retires by rotation and being eligible, offers herself for re-appointment 4. To ratify the appointment of Auditors to hold office from the conclusion of this AGM till the conclusion of the next AGM and to authorise the Board of Directors of the Company to fix their remuneration Special Business 5. Ratification of remuneration payable to M/s. P. M. Nanabhoy & Co., appointed as Cost Auditors of the Company for FY 2016–17 6. Re-appointment of Mr. Adi Godrej, Whole-time Director, designated as Chairman 7. Re-appointment of Ms. Nisaba Godrej as Executive Director 8. Re-appointment of Mr. Vivek Gambhir as Managing Director

Signed this day of , 2016.

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 the aggregate of not more than ten 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% of the total share capital of the Company carrying voting rights, then such person shall not act as a proxy for any other member. Notice of the AGM ATTENDANCE SLIP Godrej Consumer Products Limited Registered Office: Godrej One, 4th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400079 CIN: L24246MH2000PLC129806 16th Annual General Meeting (AGM) – July 29, 2016

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 16th Annual General Meeting of the Company on Friday July 29, 2016 at 4.00 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 3:30 PM. A drop back facility will also be available.