PGHH_AR_2020

Annual Report 2019-20 12 Procter & Gamble Hygiene and Health Care Limited EXTRACT OF ANNUAL RETURN The extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure III to this Report. CORPORATE GOVERNANCE A separate report on Corporate Governance along with the Auditors’ Certificate on its compliance is annexed to this Report. NUMBER OF MEETINGS OF BOARD OF DIRECTORS Four (4) meetings of the Board of Directors of the Company were held during the Financial Year. For further details on meetings of the Board of Directors and its Committees, please refer to the Corporate Governance section of the Annual Report. MANAGEMENT & PERSONNEL The strength of business over the past few years and resilience in this particular year, due to COVID-19 pandemic & multiple economic headwinds in the country, demonstrates the core strength of our employees to stay innovative, reality based and influence the course of business. Financial Year 2019- 20 was a year of unprecedented challenges, yet our focus on delivering superiority, fueled by productivity via an empowered organization helped us deliver business results in these tough times. The statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this Report. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. As per the provisions of first proviso to Section 136 (1) of the Companies Act, 2013, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at investorpghh.im@pg.com . DIRECTORS AND KEY MANAGERIAL PERSONNEL Ms. Sonali Dhawan and Mr. Gagan Sawhney, Directors retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 56 th Annual General Meeting of the Company. Mr. Chittranjan Dua has been appointed as an Independent Director by the Board of Directors of the Company for a period of 5 years effective August 25, 2020, subject to the approval of the Shareholders of the Company at the ensuing 56 th Annual General Meeting of the Company. The Nomination & Remuneration Committee of the Company has recommended the said appointment. Mr. Rajendra A. Shah completed his previous tenure as Independent Director on September 23, 2019 and was re-appointed at the Annual General Meeting held on November 27, 2019 for another tenure of one year, effective September 24, 2019. Subsequently, this tenure shall come to an end and Mr. Shah shall cease to be Director and Chairperson of the Company on September 23, 2020. Mr. Shah had been associated with the Company as a Director since its incorporation, i.e., for over 56 years and had been Chairman of the Company since April 1, 2009. Mr. Bansidhar S. Mehta completed his previous tenure as Independent Director on September 23, 2019 and was re-appointed at the Annual General Meeting held on November 27, 2019 for another tenure of one year, effective September 24, 2019. Subsequently, this tenure shall come to an end and Mr. Mehta shall cease to be Director of the Company on September 23, 2020. Mr. Mehta had been a Director of the Company since 1978, i.e., for over 42 years. As a Company, we mark the end of an era with Mr. Shah and Mr. Mehta’s retirement from the Board of the Company. Mr. Shah and Mr. Mehta, being stalwarts in the legal and taxation profession respectively, and having deep knowledge about business in India, have been instrumental in the Company’s sustained growth over the decades through their guidance and counsel to the Company. The P&G Management and the Board of Directors of the Company express their deepest gratitude for Mr. Shah and Mr. Mehta’s valuable guidance, leadership, direction and counsel to the Company and wish them all the very best on their retirement. The Board of Directors have appointed Mr. C. R. Dua as the Chairman of the Company effective September 24, 2020. Brief profile of Directors proposed to be appointed/ re-appointed at the ensuing 56 th Annual General Meeting and the details of the Directorships held by them in other companies are provided under the Corporate Governance section of the Report. Appropriate resolutions for the appointment / re-appointment of the aforesaid Directors are being