PGHH_AR_2020

Annual Report 2019-20 11 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below: ` in Lakhs For the Financial Year ended June 30, 2020 For the Financial Year ended June 30, 2019 Foreign Exchange earnings 3,753 2,422 Foreign Exchange outgo 59,385 75,321 RELATED PARTY TRANSACTIONS Your Company has formulated a policy on related party transactions which is also available on Company’s website at https://in.pg.com/india-governance- and-policies/pghh/terms-and-policies/#policies. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are subjected to independent review by chartered accountant firm to confirm compliance with the requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No material related party transactions were entered during the Financial Year by your Company. All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to your Company. LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE DURING THE FINANCIAL YEAR 2019-20 Details of loans given by your Company under Section 186 of the Companies Act, 2013 during the Financial Year 2019-20 are as follows: Name of the Company Relation Amount ( ` In Crores) Purpose for which the loans are proposed to be utilized Procter & Gamble Home Products Private Limited Fellow Subsidiary 90.00 General business purpose Your Company has not given any guarantees or made any investments during the Financial Year 2019-20. PUBLIC DEPOSITS Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013, during the Financial Year. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the Financial Year, no complaints with allegation of sexual harassment were filed with the Company. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under Sections 134(3) (c) of the Companies Act, 2013, with respect to the Directors’ Responsibilities Statement, it is hereby confirmed: i. that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the Financial Year under review; iii. that the Directors had 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; iv. that the Directors had prepared the accounts for the Financial Year ended June 30, 2020, on a “going concern” basis; v. that the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.