PGHH_AR_2020

Annual Report 2019-20 47 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited year ended on 30 th June, 2020 according to the provisions of: I. The Companies Act, 2013 (the Act) and the rules made thereunder; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; III. TheDepositoriesAct, 1996andtheRegulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment only as the Company has neither made any Overseas Direct Investment nor obtained External Commercial Borrowings during the audit period. V A. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and (c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. V B. The Company has not undertaken any of the activities during the audit period a envisaged in the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and hence are not relevant for the purpose of audit:- (a) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d) Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and (e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. VI The following Acts and Rules made thereunder pertaining to Company’s business are applicable to the Company: (a) Drugs and Cosmetics Act, 1940; (b) The Legal Metrology Act, 2009; and (c) The Legal Metrology (Packaged Commodities) Rules, 2011. D. We have also examined compliance with the applicable clauses which, are generally adhered to, of the following: i. Secretarial Standards in respect of Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India; ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above: E. We further report that- I. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. II. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and