Holds 75% through its subsidiaries 2 Procter & Gamble Overseas India B.V., Netherlands

Transcription

1 EXTRACT OF ANNUAL RETURN Form No. MGT-9 (As on Financial Year ended on June 30, 2018) [Pursuant to Section 92(3) of Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN : L28931MH1984PLC ii) Registration Date : February 9, 1984 iii) Name of : Gillette India Limited iv) Category / Sub- Category of v) Address of Registered Office and contact details vi) vii) Wher listed Name, Address and contact details of Registrar and Transfer Agent, if any : : limited by / Indian Non- Government : P & G Plaza, Cardinal Gracias Road, Chakala, Andheri (East), Mumbai Tel : ; Fax: Website : : Yes : Mas Services Limited T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi Ph: /82/83 Fax: info@masserv.com website : II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Sl. No. Name and Description of Products NIC Code of Product 1 Blades & razors Oral Care % to total turnover of III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Holding [Section 2(46)]:- Sr. Name and address of CIN/GLN % of Held No. 1 The Procter & Gamble, USA (Ultimate holding ) Not applicable (Foreign ) Holds 75% through its subsidiaries 2 Procter & Gamble Overseas India B.V., Nerlands Not applicable (Foreign ) Holds % directly & Holds % through its subsidiaries The does not have any subsidiary companies or associate companies.

2 Sr. No. IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) i. Category-wise Shareholding:- Category of Shares held at beginning of Shareholders year Demat Physical Total % of total Shares held at end of year % Demat Physical Total % of total change during year A. Promoters 1. Indian Bodies corporate Foreign Bodies corporate Total Promoter Shareholding (A) B. Public Shareholding 1. Institutions Mutual funds Financial Institutions / Banks Foreign Institutional Investors Sub Total (B)(1) Non-Institutions Bodies Corporate - Indian Individuals - Individual shareholders holding nominal share capital up to Rs. 1 lakh - Individual shareholders holding nominal share capital in excess of Rs. 1 lakh Ors - Non resident Clearing Member Trust NBFCs registered with RBI - OCB Sub Total (B)(2) Total Public Shareholding (B)

3 Shares held by Custodian for GDRs & ADRs (C) Grand Total (A+B+C) ii. Shareholding of Promoters Sr. No. Shareholder s name Shareholding at beginning of year % of total Shares of % of Shares Pledged / encumbered to total Shareholding at end of year % of total Shares of % of Shares Pledged / encumbered to total % change in shareholding during year 1 Gillette Diversified Operations Private Limited* 2 Procter and Gamble Overseas India B.V. 3 Wella India Haircosmetics 4 Gillette Products 5 Nexus Mercantile 6 Mining Consultants India (20.34) (6.10) (0.41) (1.95) *During Financial Year, Promoter group companies, Wella India Haircosmetics Private Limited, Gillette Products Private Limited, Nexus Mercantile Private Limited and Mining Consultants (India) Private Limited, merged with anor Promoter group company Gillette Diversified Operations Private Limited effective December 22, 2017 pursuant to Merger approved by Hon ble National Law Tribunal, Mumbai Bench vide its Order dated November 8, 2017

4 Sr. No. iii. Change in Promoters Shareholding Name of Shareholding at Shareholder beginning and 1 Gillette Diversified Operations Private Limited* 2 Wella India Haircosmetics end of year % of total Shares of Compa ny Date of change in shareholding Increase/ decrease in sharehol ding Increase by % Decrease by 20.34% Reason for increase / decrease Inter-se merger promoter Inter-se promoter merger Cumulative Shareholding during year % of total Share s of Comp any Gillette Products Decrease by 6.10% Inter-se promoter merger Nexus Mercantile Decrease by 0.41% Inter-se promoter merger Mining Consultants India Private Limited* Decrease by 1.95% Inter-se promoter merger 0 0 Note: During financial year, re is no change in total promoter shareholding Sr. No. iv. Shareholding Pattern of top ten Shareholders (or than Directors, Promoters and Holders of GDRs and ADRs) as on June 30, 2018: Name of Shareholder Shareholding at Increase beginning and end / decrease in of year shareholding % of total Shares of Date of change in shareholdin g Reason for increase / decreas e Cumulative Shareholding during year % of total Shares of 1 Bright Star Investments Pvt Ltd No change

5 during year National Westminster Bank Plc As Trustee Of The Jupiter India Fund Transfer (10076) Transfer (15109) Transfer Transfer Transfer (3577) Transfer (4490) Transfer Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Tax Relief Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer

6 Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer

7 4 Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life MNC Fund (10800) Transfer (17201) Transfer (29619) Transfer Merrill Lynch Markets Singapore Pte. Ltd 6 Pari Washington Pvt. Ltd. A/c Pari Washington India Master Fund, Ltd No Change during Year (55464) Transfer (6774) Transfer (27) Transfer (319) Transfer (911) Transfer (1873) Transfer (2653) Transfer (3309) Transfer (1977) Transfer (4031) Transfer (3551) Transfer

8 (6093) Transfer (4436) Transfer (998) Transfer HDFC Standard Life Insurance Limited (100) Transfer Transfer (18420) Transfer (30) Transfer (6793) Transfer Life Insurance Corporation Of India # Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer

9 Transfer Life Insurance Corporation Of India P & Gs Fund # Transfer Transfer Transfer Transfer Transfer Transfer Transfer Transfer Globalware Trading And Holdings Limited No change during year Note: The above information is based on weekly beneficiary position received from Depositories. # Not in list of Top 10 shareholders as on July 1, The same has been reflected above since shareholder was one of Top 10 shareholders as on June 30, V. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Sr. no. Name Director of 1 Mr. Pramod Agarwal Shareholding at beginning of year Date of change of Increase / Reason for change Shareholding at end of year No of % of total Shareholdin Decreas No of % of total Shares of g e in Shares of shareho company lding company

10 VI. INDEBTEDNESS The had no indebtedness with respect to secured or unsecured loans or deposits during Financial Year VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager Sl. no. Particulars of Remuneration Mr. Al Rajwani * (Amount in INR) (Rs. In Lakhs) Mr. Karthik Natarajan (Whole Time Director) 1 Gross salary (a) Salary as per provisions contained in section (1) of Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, Stock Option Sweat Equity Commission Ors ** - - Total Ceiling as per Act (5% of Net Profits of calculated as per Section 198 of Companies Act, 2013) * Mr. Al Rajwani received remuneration from Procter & Gamble Hygiene and Health Care Limited, and re-imburses towards same in proportion to its Net Outside Sales. Mr. Rajwani ceased to be Director and Managing Director effective June 30, ** Mr. Natarajan received remuneration from P&G Dubai. Certain components of his remuneration have been charged to during Financial Year. B. REMUNERATION TO OTHER DIRECTORS Rs. in lakhs Particulars of Remuneration Mr. B. S. Mehta Mr. C. R. Dua Mr. G. Das Mr. A. K. Gupta Mr. N. P. Sarda Total Amount Independent Directors Fee for attending board / committee meetings Commission Total Ceiling as per Act

11 (1% of Net Profits of calculated as per Section 198 of Companies Act, 2013) C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING DIRECTOR / MANAGER / WHOLE TIME DIRECTOR: Rs. in lakhs Sl. No Particulars of remuneration Ms. Flavia Machado Secretary Mr. Gagan Sawhney Chief Financial Officer 1 Gross salary (a) Salary as per provisions contained in section 17(1) of Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option Sweat Equity Commission Ors, please specify Total * All employees of are given right to purchase of ultimate Holding The Procter & Gamble, USA under its International Stock Ownership Plan. Certain employees of are also entitled to Stock Option of ultimate Holding under its Employee Stock Option Plan. Details of same are disclosed vide Note 27 forming part of Financial Statements. VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties / punishment / compounding of offences for breach of any section of Companies Act against or its Directors or or officers in default, if any, during Financial Year.