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Godrej Consumer Products Ltd has informed BSE that the shareholders at the Extra Ordinary General Meeting (EGM) of the Company held on July 03, 2008, inter alia, have unanimously passed the following Special Resolutions:

1. To accord consent for amendment of Article 7, Article 8 and Article 174 of the Articles of Association of the Company.

2. For utilizing an amount not exceeding Rs 50 crore out of the balance standing to the credit of Securities Premium Account of the Company for adjusting the intangibles - Trade marks and Brands (subject to Deferred Tax Adjustment, if any).

Godrej Consumer Products Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 25, 2008, inter alia, to transact the following:

1. To take on record the unaudited financial results for the quarter ended June 30, 2008.

2. To consider declaration of interim dividend for the financial year 2008-09.

Godrej Consumer Products Ltd has informed BSE that the Compensation Committee of the Board of Directors of the Company vide resolution dated June 23, 2008, approved the granting of 2,70,000 options to its eligible employees in terms of Godrej Consumer Products Ltd Employee Stock Option Plan.

The aforesaid options are granted out of shares acquired by means of subscription or secondary market purchase by an independent trust funded by the Company, in terms of the special resolutions passed by the shareholders on March 14, 2007 and April 24, 2008.

The Options shall vest in the Option Grantees on June 22, 2011. Thereafter, the Option Grantees shall be entitled to exercise the options within a period of 2 years for converting the options granted into equity shares. The Exercise Price, i.e. the price payable by the Option Grantee for exercising the options granted to him will be Rs 138.40 (closing price of the equity share on NSE on June 20, 2008 + interest not being less than the bank rate prevailing at the time of exercising the Options. Currently the interest chargeable is 10.25% p.a. and the same is subject to review by the Compensation Committee from time to time. The Options shall lapse if not exercised within the specified exercise period.

Godrej Consumer Products Ltd has informed BSE that the Board of Directors has inducted Mr. A Mahendran and Dr. Omkar Goswami as additional directors of the Company with effect from June 18, 2008.

Mr. A Mahendran will be a non executive Director in the Board.

Dr. Omkar Goswami will be considered an independent director.

Godrej Consumer Products Ltd has informed BSE that the Compensation Committee of the Board of Directors of the Company vide resolution dated June 06, 2008, has approved the granting of 6,30,000 options to its eligible employees in terms of Godrej Consumer Products Ltd Employee Stock Option Plan (ESOP).

The aforesaid options are granted out of shares acquired by means of subscription or secondary market purchase by an independent trust funded by the Company, in terms of the special resolutions passed by the shareholders on March 14, 2007 and April 24, 2008.

The Options shall vest in the Option Grantees on June 05, 2011. Thereafter, the Option Grantees shall be entitled to exercise the options within a period of 2 years for converting the options granted into equity shares. The Exercise Price, i.e. the price payable by the Option Grantee for exercising the options granted to him will be Rs 132.75 (closing price of the equity share on NSE on June 05, 2008 + interest not being less than the bank rate prevailing at the time of exercising the Options. Currently the interest chargeable is 10.25% p.a. and the same is subject to review by the Compensation Committee from time to time. The Options shall lapse if not exercised within the specified exercise period.

Godrej Consumer Products Ltd has informed BSE that a proposal was circulated on May 30, 2008 to the Board of Directors of the Company to consider utilization of the Securities Premium Account for adjusting the balance in the Intangibles- Trade Marks and Brands under the provisions of Section 78 read with Section 100 to 103 of the Companies Act, 1956

The Board of Directors has approved the following on June 02, 2008:

Subject to the approval given by shareholders, sanction granted by Hon’ble High Court of Judicature at Bombay, and subject to such other approvals, permissions, and sanctions as may be necessary from appropriate statutory authority, as the case may be, an amount not exceeding Rs 50 crores out of the balance standing in the Securities Premium Account of the Company be utilized for adjustment of the balance in the Intangibles- Trade Marks and Brands (subject to Deferred Tax adjustment, if any) under the provisions of Section 78 read with Section 100 to 103 and other applicable provisions, if any, of the Companies Act, 1956.

For the purpose of putting Into effect the above proposal by way of Special Resolution, an Extraordinary General Meeting of the members of the Company will be held on July 03, 2008, to secure the consent of Members in this regard.

Godrej Consumer Products Ltd has informed BSE that it is proposed to circulate on May 30, 2008, a proposal to the Board of Directors of the Company to consider the utilization of the Securities Premium Account for adjusting the balance in the Intangibles- Trade Marks and Brands under the provisions of Section 78 read with Section 100 of the Companies Act, 1956 subject to the approval given by shareholders and Hon’ble High Court of Judicature at Bombay and also convening the extra ordinary general meeting of the shareholders of the Company to seek the necessary approval.

Godrej Consumer Products Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 28, 2008, inter alia, has transacted the following:

1. Declared a fourth interim dividend @ Rs 0.75 per share (75% on the shares of the face value of Re 1/- each) for the financial year 2007-08.

2. Recommended a final dividend ? Rs 0.75 per share for the financial year 2007-08 (75% on the shares of the face value of Re 1 each). The payment of the final dividend is subject to the approval of the shareholders in the Annual General Meeting.

Godrej Consumer Products Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on April 24, 2008, inter alia, have unanimously passed the following resolution relating to the Godrej Consumer Products Employee Stock Option Scheme:

1. Consent for grant of loan to Godrej Consumer Products Employee Stock Option Trust, to enable the trust to acquire 25,00,000 shares of the nominal value Re 1 each, of the Company, by means of subscription, or purchase from secondary market or otherwise for allotting 25,00,000 options convertible into 25,00,000 equity shares of nominal value Re 1, to the employees of the Company, under the Godrej Consumer Products Ltd Employee Stack Option Plan.

2. Consent for extending the benefits of Godrej Consumer Products Ltd Employee Stock Option Plan to the employees of the subsidiaries of the Company, Including directors of the subsidiary Companies, provided that the aggregate number of options to be granted by the Company to its own employees / directors under the Special Resolution no 1 of even date taken together with the options that may be granted by the subsidiary Companies to its employees / directors under this resolution shall not exceed 25,00,000 (Twenty Five Lac) options convertible, into 25,00,000 (Twenty Five Lac) equity shares of the nominal value of Re 1/ each.

Godrej Consumer Products Ltd has informed BSE that the meeting of the Board of Directors of the Company which is scheduled to be held on April 28, 2008, inter alia, for considering declaration of fourth Interim Dividend for the financial year 2007-08, will also consider recommendation of Final Dividend for the year 2007-08.