PGHH_AR_2020

Annual Report 2019-20 13 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited proposed at the ensuing 56 th Annual General Meeting, which the Board recommends for approval of the Shareholders of the Company. The Independent Directors of your Company have given declaration to your Company stating that they meet the criteria of Independence as mentioned under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that all the Independent Directors appointed during the year possess integrity, have relevant expertise and experience and fulfill the conditions specified under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. AUDITORS Kalyaniwalla & Mistry LLP, Chartered Accountants were appointed as Statutory Auditors of your Company at the 53 rd Annual General Meeting held on November 16, 2017 for a term of five consecutive years. The Report given by the Statutory Auditors on the financial statements of the Company for the Financial Year ended June 30, 2020 is part of this Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report. COST AUDITORS Ashwin Solanki & Associates, Cost Accountants carried out the cost audit for applicable business during the Financial Year 2019-20. The Board of Directors has re-appointed Ashwin Solanki & Associates, Cost Accountants for the Financial Year 2020-21. POLICIES Your Company has adopted policies on related party transactions, corporate social responsibility, vigil mechanism, nomination and remuneration, materiality of events and dividend distribution policy, which are available on the website of the Company at https://in.pg.com/india-governance-and-policies/ pghh/terms-and-policies/#policies. The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and remuneration for Key Managerial Personnel has been appended as Annexure V to this Report. The dividend distribution policy has been appended as Annexure VI to this Report. SECRETARIAL AUDIT Secretarial Audit was carried out by Dholakia & Associates LLP, Company Secretaries for the Financial Year 2019-20. There were no qualifications, reservation or adverse remarks given by the Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure VII to this Report. SECRETARIAL STANDARDS During the Financial Year, your Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. TRADE RELATIONS The Directors wish to thank the retailers, wholesalers, distributors, suppliers of goods & services, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in promoting such healthy growth in your Company’s business. ACKNOWLEDGEMENT The Directors wish to thank the Company’s consumers, employees and Shareholders for their support and contributions in the growth of the Company. We are also grateful to The Procter & Gamble Company, USA and its subsidiaries for their invaluable support in terms of access to the latest information / knowledge in the field of research & development for products, ingredients and technologies; timely inputs to exceptional marketing strategies; and the goodwill of its world-renowned Trademarks and superior brands. On behalf of the Board of Directors R. A. Shah Mumbai, August 25, 2020 Chairman