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 AGM NOTICE is hereby given that the SPECIAL BUSINESS 6. Special Resolution for re- 19th ANNUAL GENERAL MEETING To consider and, if thought fit, to pass appointment of Mr. Narendra (AGM) of the members of GODREJ with or without modification(s) the Ambwani as an Independent CONSUMER PRODUCTS LIMITED following resolutions: Director of the Company for a will be held on Thursday, August 1, second term 2019, at 1.30 p.m. at Godrej One, 5. Ordinary Resolution for the 1st Floor Auditorium, Pirojshanagar, ratification of remuneration “RESOLVED THAT pursuant to the Eastern Express Highway, Vikhroli payable to M/s. P. M. Nanabhoy provisions of Sections 149, 152 (East), Mumbai- 400079 to transact the & Co. (Firm Membership number read with Schedule IV and other following businesses: 000012), appointed as Cost applicable provisions, if any, of Auditors of the Company for the the Companies Act, 2013 and any ORDINARY BUSINESS fiscal year 2019-20 rules made thereunder (including 1. To receive, consider and adopt the any statutory modifications or audited financial statements (both ‘RESOLVED THAT pursuant to re-enactment thereof, for the time standalone and consolidated) of Section 148 and other applicable being in force) (the “Companies the Company for the financial year provisions, if any, of the Companies Act”) and the SEBI (Listing ended March 31, 2019 and Report Act, 2013 and the Companies (Audit Obligations and Disclosure of the Board of Directors and and Auditors) Rules, 2014, M/s. P. M. Requirements) Regulations, 2015 Auditor’s Report thereon; Nanabhoy & Co. (Firm Membership and pursuant to the provisions of number 000012), Cost Accountants, the Articles of Association of the 2. To confirm the Interim Dividends appointed as Cost Auditors by the Company and subject to such other paid during fiscal year 2018-19; Board of Directors to audit the cost approvals as may be required, records of the Company for the fiscal Mr. Narendra Ambwani (DIN: 3. To appoint a Director in place of year 2019-20, be paid a remuneration 00236658), who is appointed as Mr. Nadir Godrej (DIN: 00066195), of ` 6,39,000/- per annum plus Additional and Independent Director who retires by rotation, and being applicable taxes and out-of-pocket by the Board of Directors of the eligible, offers himself for re- expenses that may be incurred. Company and who has submitted appointment; a declaration that he meets with RESOLVED FURTHER THAT the the criteria of independence as 4. To appoint a Director in place of Mr. Board of Directors of the Company provided in Section 149 (6) of Jamshyd Godrej (DIN: 00076250), be and is hereby authorised to the Companies Act, 2013, be who retires by rotation, and being perform all such acts and take all and is hereby reappointed as eligible, offers himself for re- such steps as may be necessary, an Independent Director, for the appointment; proper or expedient to give effect to second term commencing from July this resolution’. 28, 2019 till November 14, 2023. 314 7. Special Resolution for re- that he meets with the criteria time Director of the Company to appointment of Mr. Aman Mehta of independence as provided in hold office from July 1, 2019 till as an Independent Director of the Section 149 (6) of the Companies September 30, 2022, upon the Company for a second term Act, 2013, be and is hereby remuneration as may be determined re-appointed as an Independent and agreed to between the Board of “RESOLVED THAT pursuant to Director of the Company, for the Directors and Ms. Nisaba Godrej, on the provisions of Sections 149, 152 second term commencing from the following terms and conditions: read with Schedule IV and other September 26, 2019 till September applicable provisions, if any, of 25 2024.” I. Period of appointment: July 1, the Companies Act, 2013 and any 2019 to September 30, 2022 rules made thereunder (including 9. Special Resolution for re- any statutory modifications or appointment of Ms. Ireena Vittal II. Remuneration re-enactment thereof, for the time as an Independent Director of the being in force) (the “Companies Company for a second term A. Fixed Compensation Act”) and SEBI (Listing Obligations Fixed Compensation shall and Disclosure Requirements) “RESOLVED THAT pursuant to the include Basic Salary, Company’s Regulations, 2015 and pursuant provisions of Sections 149, 152 Contribution to Provident Fund and to the provisions of the Articles of read with Schedule IV and other Gratuity. Association of the Company and applicable provisions, if any, of subject to such other approvals the Companies Act, 2013 and any The Basic Salary shall be in the as may be required and Mr. rules made thereunder (including range of ` 12,50,000 – `18,50,000/- Aman Mehta (DIN: 00009364) any statutory modifications or per month, payable monthly. The who has submitted a declaration re-enactment thereof, for the time annual increments will be decided that he meets with the criteria of being in force) (the “Companies by the Board of Directors and independence as provided in Section Act”) and SEBI (Listing Obligations will be merit based and take into 149 (6) of the Companies Act, 2013, and Disclosure Requirements) account other relevant factors. be and is hereby re-appointed as Regulations, 2015 and pursuant an Independent Director of the to the provisions of the Articles of The Company’s contribution to Company, for the second term Association of the Company and Gratuity shall be according to the commencing from September 26, subject to such other approvals as rules of the Company, in force from 2019 till August 31, 2021.” may be required, Ms. Ireena Vittal time-to-time. (DIN: 05195656) who has submitted 8. Special Resolution for re- a declaration that she meets with B. Variable Compensation appointment of Dr. Omkar the criteria of independence as Performance Linked Variable Goswami as an Independent provided in Section 149 (6) of Remuneration (PLVR) relating to the Director of the Company for a the Companies Act, 2013, be financial years during the period second term and is hereby re-appointed as of appointment shall be according an Independent Director of the to the applicable scheme of the “RESOLVED THAT pursuant to the Company, for the second term Company or as may be decided by provisions of Sections 149, 152 commencing from September 26, the Board of Directors. read with Schedule IV and other 2019 till September 25 2024.” applicable provisions, if any, of C. Flexible Compensation the Companies Act, 2013 and any 10. Ordinary Resolution for re- In addition to the fixed rules made thereunder (including appointment of Ms. Nisaba Godrej compensation and variable any statutory modifications or as Whole-time Director compensation, Ms. Nisaba re-enactment thereof, for the time (DIN: 00591503) Godrej will be entitled to the being in force) (the “Companies following allowances, perquisites, Act”) and SEBI (Listing Obligations “RESOLVED THAT pursuant to benefits, facilities and amenities and Disclosure Requirements) Section 152, 196, 197, and other as per rules of the Company and Regulations, 2015 and pursuant applicable provisions, if any, of the subject to the relevant provisions to the provisions of the Articles of Companies Act, 2013 and rules of the Companies Act, 2013 Association of the Company and made thereunder (including any (collectively called “perquisites and subject to such other approvals statutory modification(s) or re- allowances”). as may be required, Dr. Omkar enactment(s) thereof), Ms. Nisaba Goswami (DIN: 00004258) who Godrej (DIN: 00591503) be and is These perquisites and allowances has submitted a declaration hereby re-appointed as Whole- may be granted to Ms. Nisaba 315 Godrej in such form and manner as allowances as per the policy/ other person from disclosing the the Board may decide. rules of the Company in force aforesaid information. and/or as may be approved by • Housing as per rules of the the Board from time to time If Ms. Nisaba Godrej is guilty of Company (i.e. unfurnished such inattention to or negligence residential accommodation as Explanation: in the conduct of the business of per Company’s rules OR House Perquisites shall be evaluated the Company or of misconduct Rent Allowance as per Company’s at actual cost or if the cost is or of any other act or omission rules; not ascertainable, the same inconsistent with her duties shall be valued as per Income as director or any breach of • Furnishing at residence as per Tax Rules. these terms, as in the opinion rules of the Company; of all other Directors renders III. Overall Remuneration her retirement from the office • Supplementary Allowance; The aggregate of salary and desirable, the opinion of such perquisites as specified other Directors shall be final, • Leave Travel Allowance in above or paid additionally in conclusive and binding on her accordance with the rules of the accordance with the rules of the and the Company may, by giving Company; Company in any financial year, thirty days’ notice in writing, which the Board in its absolute terminate this appointment • Payment/reimbursement discretion may pay to Ms. and she shall cease to be the of medical/hospitalisation Nisaba Godrej from time-to- Director of the Company, upon expenses in accordance with the time, shall not exceed the limits expiration of such notice. rules of the Company. prescribed from time-to-time under Section 197 and other In the event of any re- • Group insurance cover, group applicable provisions of the enactment or re-codification mediclaim cover in accordance Companies Act, 2013 read with of the Companies Act, 2013 with the rules of the Company; Schedule V to the said Act as or the Income Tax Act, 1961 may for the time being, be or amendments thereto, the • Payment/reimbursement of in force.