Directors' Report

Your Company has delivered another year of competitive and profitable growth. Our focused approach and strong execution has enabled us to deliver an ahead-of-market performance over the past few years. During the fiscal year 2016-17, we consistently outperformed across quarters, with a reported sales growth of 10 per cent (on a consolidated basis for the fiscal year) and an EBITDA growth of 17 per cent.

In India, while demonetisation resulted in some near-term disruptions, we continued to deliver a superior performance, with a sales growth of 4 per cent, and gaining share across most key brands. We also sustained momentum on new product development, with 5 key launches: aer pocket, BBLUNT Salon Secret, Cinthol Deostick, Good knight personal repellents, and HIT Gel Stick. aer pocket has been a huge success, and our Good knight personal repellents range is receiving an encouraging response from trade and consumers, particularly with innovative media campaigns. Cinthol Deostick, both for men and women, has been well received by consumers. We continue to support this launch with innovative consumer engagement initiatives and impactful communication.

We were ranked the number 1 FMCG Company to work for in the 'Great Place to Work - Best Workplaces in India 2016' list, for the thirteenth year in a row. We also ranked number 12 on the 'Great Place to Work - Best Workplaces in Asia 2017' list and among the best employers in India, in the 'Aon Hewitt Best Employers in India - 2017' survey.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated February 16, 2015, your Company has adopted Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules with effect from April 1, 2016. Financial Statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS.

The financial performance of your Company for the fiscal year under review is summarised as follows:

Figures in Rs. Crore

Your Directors recommend appropriation as detailed as follows: Rs. Crore

During the fiscal year 2016-17, your Company's holding company, Godrej & Boyce Manufacturing Company Limited, transferred 27.451 per cent of its equity stake to another promoter group company, Godrej Seeds & Genetics Limited, as an interse transfer among qualifying persons. Consequently, your Company does not have any holding company as on March 31, 2017. However, the overall promoter shareholding has not changed, and it continues to stand at 63.27 per cent as at the year end, subsequent to this transaction.

The Board at its meeting held on May 9, 2017, approved the issue of bonus shares in the ratio of 1:1, i.e. one bonus equity share of Rs. 1/- each for every one fully paid-up equity share held. Furthermore, the Board approved the increase in authorised share capital, necessary to accommodate the issue of bonus shares and consequent Alteration of the Memorandum of Association and Article of Association of the Company. These approvals are subject to the shareholders' approval and hence, have been set out as agenda items in the Notice of the Annual General Meeting (AGM), along with relevant explanatory statements.

A. Dividend declared

For the fiscal year 2016-17, the following four interim dividends were declared on shares of a face value of ₹ 1/- each.
The details of the dividends are as follows:

Your directors recommend that the aforesaid interim dividends aggregating to Rs. 15.00/- per equity share, be declared as the final dividend for the year ended March 31, 2017.

Since your Company has adopted IND AS, accounting of dividends will be done based on the payment of dividend and hence, the 4th Interim Dividend of the fiscal year 2015-16 has been accounted for in the fiscal year 2016-17. Similarly, the 4th Interim Dividend of the fiscal year 2016- 17, will be accounted in the fiscal year 2017-18.

B. Dividend Distribution Policy

The Board of Directors adopted the Dividend Distribution Policy pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) which requires the top 500 listed companies (by market capitalisation) to formulate the same.

The Company's Dividend Distribution Policy may also be accessed through the following link

A. Number of meetings, declarations, appointment of directors:

Four board meetings were held during the year. The details of the meetings and the attendance record of the directors are in the Corporate Governance section of the Annual Report.

All the Independent Directors have given their declaration of independence as required under Section 149(6) of the Companies Act, 2013. This has been noted by the Board of Directors.

Mr. Pirojsha Godrej and Ms. Ndidi Nwuneli were appointed as Additional Non-Executive Director and Additional & Independent Director, respectively, at the Board Meeting held on January 30, 2017, with effect from April 1, 2017. As per the provisions of Section 160 of the Companies Act, 2013, your Company has received a notice from a member specifying their intention to propose the appointment of Mr. Pirojsha Godrej and Ms. Ndidi Nwuneli as Directors in the forthcoming AGM. Furthermore, a specific resolution is included in the Notice of the AGM for the appointment of Ms. Ndidi Nwuneli as an Independent Director for a period of 5 years with effect from April 1, 2017.

Furthermore, the Board its meeting held on May 9, 2017, approved the changes in the leadership positions of the Company. Ms. Nisaba Godrej, who was an Executive Director, will now be the Executive Chairperson, and Mr. Adi Godrej will assume the position of Chairman Emeritus with effect from May 10, 2017. In addition, Mr. Vivek Gambhir, Managing Director & CEO, will now be designated as the Managing Director and CEO.

B. Familiarisation programmes:

Several familiarisation programmes for the Independent Directors were conducted during the year including updates on its long term business strategies, Latin America operations, risk management, digital transformation strategies, R&D priorities, changes in tax regulations, impact of and strategy to counter demonetisation, brand strategies for select product categories, etc. Apart from this there were quarterly business presentations by Mr. Vivek Gambhir, Managing Director & CEO and Mr. V Srinivasan, Chief Financial Officer & Company Secretary.

Further details of the familiarisation programmes may also be accessed through the following link

http://godrejcp.com/Resources/uploads/compliance_other_updates/FamiliarisationProgrammeforIDs201617.pdf

C. Audit Committee of the Board of Directors:

Your Company has an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Listing Regulations. The Committee consists entirely of the Independent Directors: Mr. Bharat Doshi as Chairman of the Committee and Mr. Narendra Ambwani, Dr. Omkar Goswami, Mr. Aman Mehta, Mr. D Shivakumar, and Ms. Ireena Vittal as members. Ms. Ndidi Nwuneli was also appointed as a member of the Audit Committee with effect from April 1, 2017, consequent to her appointment on the Board as the Additional & Independent Director.

D. Directors liable to retire by rotation:

In the forthcoming AGM, Mr. Jamshyd Godrej and Mr. Nadir Godrej will retire by rotation and will be considered for re-appointment because of their eligibility.

E. Board Diversity Policy:

The Company has in place a Board Diversity Policy, which is attached as Annexure 'A'. The criteria for determining qualification, positive attributes, and independence of directors are as per the Board Diversity Policy, Listing Regulations, and the Companies Act, 2013.

F. Remuneration Policy:

The Company's Remuneration Policy for Directors, Key Managerial Personnel, and other employees is attached as Annexure 'B'. The Company's total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and non- compensation elements (career development, work–life balance, and recognition). The Non-Executive Directors receive sitting fees and commission in accordance with the provisions of the Companies Act, 2013.

G. Remuneration to Directors:

The disclosure on the details of remuneration to directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure 'C'.

The information required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this Report. However, this annexure is available on the Company website. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection at the Registered Office of the Company during working hours, up to the date of the AGM.

Mr. Adi Godrej, Chairman; Ms. Nisaba Godrej, Executive Director; and Mr. Vivek Gambhir, Managing Director & CEO receive remuneration from your Company. Godrej & Boyce Manufacturing Company Limited was the holding company of your Company till March 30, 2017. Mr. Adi Godrej receives commission from Godrej & Boyce Manufacturing Company Limited.

H. Performance evaluation of the Board of Directors, its individual members, and its Committees

A formal Board Effectiveness Review was conducted as part of our efforts to evaluate the performance of the Board and identify areas that need improvement, and thus, enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act, 2013 and the Listing Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process, which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how its effectiveness could be improved.

The survey comprised four sections and compiled feedback and suggestions on the following criteria:

1. Board Processes (including Board composition, strategic orientation, and team dynamics)
2. Individual Committees
3. Individual Board Members
4. Chairman

The criteria for Board processes included Board composition, strategic orientation, and team dynamics. The criteria for evaluation of the Board Committees covered whether the Committee has well defined objectives, whether it has the correct composition, and whether it achieves its objectives. The criteria for evaluation of all the individual Directors included skills, experience, and level of preparedness of the Directors, attendance and extent of contribution to Board debates and discussion, and how the Director leverages his/her expertise and networks to meaningfully contribute to the Company. The criteria for the Chairman's evaluation included leadership style and conduct of Board meetings.

The following reports were created as part of the evaluation:

1. Board Feedback Report
2. Individual Board Member Feedback Report
3. Chairman's Feedback Report

The overall Board Feedback Report was facilitated by Mr. Bharat Doshi with the Independent Directors. The Directors were vocal about the Board functioning effectively, but they also identified areas that show scope for improvement. The Board Committees and Board Members' feedback was shared with the Chairman. Following his evaluation, a Chairman's Feedback Report was also compiled.

I. Directors' Responsibility Statement

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management, and after due inquiry, confirm the following:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively;
6. They have devised a proper system to ensure compliance with the provisions of all applicable laws, and this system is adequate and operating effectively.

A. Particulars of loans, guarantees, and investments

The details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made there under are set out in the Notes to the Standalone Financial Statements of the Company.

B. Related Party Transactions and Policy

In compliance with the Listing Regulations, the Company has a policy for transactions with Related Parties (RPT Policy). The RPT Policy is available on the Company website viz. www.godrejcp.com, under the Investors tab, on the 'Codes and Policies' page.

The RPT Policy may also be accessed through the following link

Apart from the Related Party Transactions in the ordinary course of business and at arm's length transactions, the details of which are given in the notes to the financial statements, no other Related Party Transactions require disclosure in the Directors' Report, for compliance with Section 134(3)(h) of the Companies Act, 2013. Therefore, a Nil Report is attached as Annexure 'D' in the format prescribed (i.e. Form AOC-2).

http://www.godrejcp.com/Resources/pdf/Related-Party-Transactions-Policy.pdf

A. Report of acquisitions completed during the year

During the year, the following acquisitions were completed by your Company:

Canon Chemicals Limited, a Kenya-based home and personal care company, manufactures and distributes products in the personal and home care categories. This acquisition helps your Company in further strengthening its presence in the sub-Saharan African market. This acquisition is in line with your Company's global 3 by 3 strategy of targeting strong regional assets in the emerging world.

Strength of Nature (SON), a leading hair care company, to accelerate growth in Africa. SON is a US-based company with a strong global presence. It has a compelling portfolio of leading hair care brands with affordable and innovative products and has been serving women of African descent across 50 countries. The acquisition enables your Company to turbo-charge, creating a strong platform for Wet Hair Care products in Africa and to forge a stronger presence in the global Wet Hair Care category USD 1.8 billion. SON complements your Company's portfolio in Africa, building on its leadership position in Dry Hair Care and hair colour products in the region. This investment catapults your Company, making it one of the largest global players, serving the hair care needs of women of African descent. It will, over time, provide a platform to further build and drive global leadership.

During the year, your Company, through its subsidiary, increased its stake in Hair Credentials Zambia, a company formed to start the hair extension business in Zambia, from 51 per cent to 100 per cent. Furthermore, your Company, through its subsidiary, increased its equity stake from 51 per cent to 100 per cent in Charm Industries Limited, Kenya, and increased its stake to 100% in Weave Senegal Limited, a newly formed company to start the hair and skin care business in Senegal.

B. Names of companies which have become or ceased to be subsidiaries, joint ventures, or associates during the year:

During the year, the following companies became subsidiaries of your Company:

1. Strength of Nature LLC (USA)
2. Canon Chemicals Ltd.
3. Weave Senegal Ltd.
4. Strength of Nature South Africa Proprietary Limited
5. Old Pro International Inc (USA)
6. DGH Uganda
7. Style Industries Uganda Limited
8. Godrej Consumer Products International FZCO, (Dubai, UAE)
9. Godrej International Trading Company (Sharjah, UAE)

DGH Angola ceased to be a subsidiary of your Company during the year.

C. Report on the performance of the subsidiaries and associates:

Business details of the key subsidiaries are given in the Management Discussion & Analysis section of the Annual Report.

While the Review of Operations section mentions details about the performance of your Company's India Business, we provide brief details on the performance of other clusters below:

Indonesia

Our Indonesia business delivered a mixed sales growth. While the Household Insecticides portfolio declined due to a poor season, the rest of the portfolio grew strongly. The overall portfolio sales were the same as the previous year in constant currency terms.

During the last quarter of the year, we cross-pollinated the aer pocket bathroom air freshener to Indonesia, and launched Stella pocket. In July 2016, we cross-pollinated hair colours in Indonesia with the launch of NYU crème hair colour in a sachet format.

Africa

Last year, we saw muted economic growth in certain key countries, such as South Africa and Nigeria. We bucked the trend and grew the business strongly with a constant currency sales growth of 22 per cent. We also acquired the Strength of Nature business this year and are focusing on leveraging this acquisition to turbocharge our wet hair care portfolio growth in Africa.

Latin America and UK

Despite a challenging macroeconomic environment, our Latin America business grew by 19 per cent in constant currency terms. We continued to focus on innovation and effective communication campaigns to drive growth. Our UK business remained flat on a constant currency basis in a challenging operating environment.

A report on the performance and financial position of each of the subsidiary, associate, and joint venture companies has been provided after the Consolidated Financial Statement section of the Annual Report in Form AOC-1.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, your Company has placed the financial statements of its subsidiaries on the Company website www.godrejcp.com

D. Policy on Material Subsidiaries:

In compliance with the Listing Regulations, the Board has adopted a policy for determining material subsidiaries. This policy is available on the Company website www.godrejcp.com, under the Investors tab, on the 'Codes and Policies' page.

The policy may also be accessed through the following link

In compliance with Section 4(3) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company reconstituted its 'Internal Complaints Committee' (Committee), during the year. During the year, e-learning workshops were conducted to create awareness about sexual harassment among employees.

Because there were no complaints during the year, the Committee filed a NIL complaints report with the concerned authorities, in compliance with Section 22 of the above-mentioned Act.

A. Extract of Annual Return

Annexure 'E' to this Report provides the Extract of Annual Return to be filed by the company under the Companies Act, 2013.

B. Disclosure on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo

Annexure 'F' to this Report provides information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo, required under Section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, which forms a part of the Directors' Report.

C. Risk Management

Elements of risks to the Company are listed in the Management Discussion & Analysis section of the Annual Report under the heading 'Enterprise Business Risk Management'.

D. Corporate Social Responsibility

Your Company has a well- documented Corporate Social Responsibility (CSR) Policy. Details of CSR projects are provided in Annexure 'G' in the prescribed format.

E. Vigil Mechanism

Your Company has adopted a Whistle Blower Policy as a part of its Vigil Mechanism.

The purpose of the policy is to enable employees to raise concerns about unacceptable improper practices and/or any unethical practices in the organisation without the knowledge of the management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule, or regulation. This Policy is also be applicable to the Directors of the Company.

Mr. V Swaminathan, Head- Corporate Audit & Assurance has been appointed as the "Whistle Blowing Officer" and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman/Member of the Audit Committee, as stated in the Policy. The Policy is available on the internal employee portal.

On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

F. Employee Stock Grant Scheme

The details of the grants allotted under Godrej Consumer Products Limited Employee Stock Grant Scheme, 2011 as also the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, and Section 62 1(b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure 'H'.

Your Company has not given loan to any person under any scheme for or in connection with the subscription or purchase of shares in the Company or the holding Company. Hence, there are no disclosures on voting rights not directly exercised by the employees with respect to the shares to which the scheme relates.

In compliance with the Listing Regulations, your Company has transferred the unclaimed shares into a demat account, namely the 'Unclaimed-Suspense Account'. As and when an allottee approaches the Company, after proper verification, the shares are rematerialised and physical certificates are delivered to the allottee.

The shares of your Company are listed at the BSE Limited and the National Stock Exchange of India Limited.

The applicable annual listing fees have been paid to the Stock Exchanges before the due dates. Your Company is also listed on the Futures & Options Segment of the National Stock Exchange of India.

A. Statutory Auditors

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Regn. No. 104607W), Mumbai, were appointed as Statutory Auditors to hold office from the conclusion of the 14th AGM till the conclusion of the 17th AGM (i.e. the forthcoming AGM of the Company). M/s Kalyaniwalla & Mistry LLP, Chartered Accountants have been the Statutory Auditors of the Company since incorporation in the year 2000.

Hence, pursuant to the provisions of the Companies Act, 2013, the Company is required to appoint new Statutory Auditors.

The Audit Committee at its Meeting held on November 7, 2016, unanimously approved to recommend to the Board, the appointment of B S R & Co, LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) as the new statutory auditors to hold office from the conclusion of the 17th AGM on July 31, 2017 (i.e. the forthcoming AGM), until the conclusion of the 22nd AGM in the year 2022, at a remuneration as may be approved by the Board. B S R & Co. LLP has access to the international knowledge and methodology of KPMG International. The Board, at its meeting held on May 9, 2017, approved the recommendation of the Audit Committee.

Accordingly, this item has been included in the Notice of the AGM for the approval of the shareholders.

The Board places on record, its appreciation of the contribution of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants, during their tenure as the Statutory Auditors of the Company.

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not warrant any further explanation.

B. Cost Auditors

Pursuant to directions from the Department of Company Affairs, M/s. P. M. Nanabhoy & Co., Cost Accountants, were appointed as cost auditors for the applicable products of the Company for the fiscal year 2016-17. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

C. Secretarial Auditors

The Board had appointed A. N. Ramani & Co., Company Secretaries, Practising Company Secretary, to conduct a secretarial audit for the fiscal year 2016-17. The Secretarial Audit Report for the fiscal year ended March 31, 2017, is attached herewith as Annexure 'I'. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Your Company continues to enjoy a Corporate Governance Rating of CGR2+ (pronounced CGR 2 plus) and a Stakeholder Value Creation and Governance Rating of SVG1 (pronounced SVG one). The '+' sign indicates a relatively high standing within the category indicated by the rating. The aforementioned ratings are on a scale of 1 to 6, where 1 is the highest rating. The two ratings indicate whether a company is being run on the principles of Corporate Governance and whether the practices followed by the Company lead to value creation for all its shareholders.

The CGR2 rating is on a scale of CGR1 to CGR6, where CGR1 denotes the highest rating. The CGR2+ rating implies that in ICRA's current opinion, the rated company has adopted and follows such practices, conventions, and codes as would provide its financial stakeholders a high level of assurance of the quality of corporate governance.

The SVG1 rating is on a scale of SVG1 to SVG6, where SVG1 denotes the highest rating. The SVG1 rating implies that in ICRA's current opinion, the company belongs to the highest category of the composite parameters of stakeholder value creation and management as well as corporate governance practices.

Pursuant to the Listing Regulations, the Management Discussion & Analysis Report and the Report on Corporate Governance are included in the Annual Report. The Auditors' Certificate certifying the Company's compliance with the requirements of Corporate Governance, in terms of the Listing Regulations, is attached as Annexure 'J'.

Your Directors wish to extend their sincere thanks to the Central and State Governments as well as the Government agencies, banks, customers, shareholders, vendors, and other related organisations that have helped in your Company's progress, as partners, through their continued support and co-operation.

For and on behalf of the Board of Directors

sd/-

Adi Godrej
Chairman

Mumbai, May 9, 2017

BOARD DIVERSITY POLICY

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age, or marital status.

The Company recognises merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, the Board should have the appropriate balance of skills, experience, and diversity of perspectives.

Board appointments will be made on a merit basis and candidates will be considered on the basis of objective criteria, with due regard for the benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to serve its stakeholders.

The Board will regularly review this policy to ensure its effectiveness.

GCPL TOTAL REWARDS POLICY

GCPL's Total Rewards Framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and non- compensation elements (career development, work-life balance, and recognition).

Highlights

The rewards framework offers employees the flexibility to customise different elements based on need. The framework is also integrated with GCPL's performance and talent management processes and is designed to ensure sharply differentiated rewards for our best performers.

The total compensation for a given position is influenced by the following three factors: position, performance, and potential. As a broad principle, for high performers and potential employees, GCPL strives to deliver total compensation at the 90th percentile of the market.

Total Cash Compensation

The employees' total cash compensation has the following three components:

1. 'Fixed Compensation' comprising the basic salary and retirement benefits like provident fund and gratuity.
2. 'Flexible Compensation' comprising a fixed pre- determined component of the employees' compensation. Employees can allocate this amount to different components, as per their grade eligibility, defined at the start of each fiscal year.
3. 'Variable Compensation (Performance Linked Variable Remuneration)' comprising employee rewards for delivering superior business results and individual performance. It is designed to provide a significant upside earning potential without cap for over-achieving business results. It has a 'Collective' component, linked to the achievement of specified business results, measured by 'Economic Value Added' or other related metrics, relative to the target set for a given fiscal year and an 'Individual' component, based on Employee's performance, as measured by the performance management process.

Long-Term Incentives (Employee Stock Grant Scheme)

This scheme aims at driving a culture of ownership and focus on long-term results. It is applicable to Godrej Leadership Forum members. Under this scheme, performance-based stock grants are awarded. The value of the stock grant is proposed by the management and approved by the Compensation Committee.

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the fiscal year 2016-17; the percentage increase in the remuneration of each Director, Chief Financial Officer & Company Secretary during the fiscal year 2016-17; and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows:

A. Whole-time Directors and Chief Financial Officer & Company Secretary

Remuneration includes the actual performance linked variable remuneration payable for the fiscal year on the basis of performance, profitability and optimum utilisation of capital.

D. Non-Executive Directors

Note:

1. As per the approval received from the shareholders at the AGM held on July 28, 2014, the Non- Executive Directors are entitled to a Commission on Profits at a rate not exceeding 1 per cent of the net profits subject to a maximum of Rs. 15 lakhs per director, for a period of 3 fiscal years beginning from 2014-15.
2. Median remuneration of all the employees of the Company for the fiscal year 2016-17: Rs. 4.23 lakh.
3. The percentage increase in the median remuneration of employees in the fiscal year: 9.59 per cent.
4. The number of permanent employees on the payrolls of the Company as on March 31, 2017 2,457.
5. The average percentile increase already made in the salaries of the employees other than the managerial personnel in the last fiscal year and its comparison with the percentile increase in the managerial remuneration and justification thereof:
6. Total managerial remuneration comprises the remuneration of the Whole-time Directors and commission paid to Non-Executive Directors. The Whole-time Directors' remuneration is as per the resolution approved by the shareholders and will not exceed 5 per cent of the Company's net profits as permitted by the Companies Act, 2013. The shareholders have approved Commission on Profits to Non- Executive Directors at a rate not exceeding 1 per cent of the net profit, subject to a maximum amount of Rs. 15 lakh per Director. Remuneration does not include lease rent paid to Ms Tanya Dubash and Ms Nisaba Godrej, the details of which are given separately in related party transactions in notes to accounts. The Non-Executive Directors are also eligible for sitting fees of Rs. 1 lakh per Board meeting attended and Rs. 20,000 per Committee meeting attended. There is no increase in the base remuneration payable to the Non-Executive Directors. However, compared with the previous year, the actual sitting fees paid have varied in case of some of the Non- Executive Directors according to the meetings attended.
   The average percentile change in the salary of employees other than managerial personnel is a decrease of 9 per cent while that of Managerial Personnel is a decline of 14 per cent.
   Decline is largely on account of performance linked variable remuneration.
7. Remuneration is as per the remuneration policy of the Company.

Form AOC-2

Form for the disclosure of particulars of contracts/arrangements entered into by the Company with Related Parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis         NIL
   1. Name(s) of the related party and nature of relationship
   2. Nature of the contracts or arrangements or transactions
   3. Duration of the contracts or arrangements or transactions
   4. Salient terms of the contracts or arrangements or transactions including the value, if any
   5. Justification for entering into such contracts or arrangements or transactions
   6. Date(s) of approval by the Board
   7. Amount paid as advances, if any
   8. Date on which the special resolution was passed in general meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm's length basis         NIL
   1. Name(s) of the related party and nature of relationship
   2. Nature of contracts or arrangements or transactions
   3. Duration of the contracts or arrangements or transactions
   4. Salient terms of the contracts or arrangements or transactions including the value, if any
   5. Date(s) of approval by the Board, if any
   6. Amount paid as advances, if any

For Godrej Consumer Products Limited

sd/-

Adi Godrej

Chairman