Corporate Information Notice of the AGM CORPORATE GODREJ CONSUMER PRODUCTS LIMITED INFORMATION 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 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. Tanya Dubash (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. Adi Godrej 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.