PGHH_AR_2020

Annual Report 2019-20 55 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited Stock Optio ns The Company does not have any Stock Option Plan for its employees. However, all employees of the Company are given the right to purchase shares of the Ultimate Holding Company – The Procter & Gamble Company, USA under its ‘International Stock Ownership Plan’. Certain employees of the Company are also entitled to Stock Option of the Ultimate Holding Company under its Employee Stock Option Plan. Details as regards the same are disclosed vide Note 31 forming part of the Financial Statements. (g) Committees of the Board Audit Committee As on June 30, 2020. the Audit Committee comprised of Mr. Rajendra A. Shah (Chairman), Mr. Bansidhar S. Mehta (Member), Mr. Anil Kumar Gupta (Member), Ms. Meena Ganesh (Member) and Mr. Madhusudan Gopalan (Member). During the Financial Year, the Audit Committee met on August 21, 2019, November 5, 2019, February 12, 2020 and May 8, 2020. Attendance of the Members of the Audit Committee during the Financial Year: Members of the Committee^ Designation Category No. of Meetings held during tenure & No. of Meetings attended Mr. Rajendra A. Shah * Chairman ID 4 4 Mr. Bansidhar S. Mehta * Member ID 4 4 Mr. Anil Kumar Gupta Member ID 4 4 Ms. Meena Ganesh # Member ID 1 1 Mr. Madhusudan Gopalan Member ED 4 4 ID – Independent Director ED – Executive Director # Ms. Meena Ganesh was inducted as Member of the Audit Committee effective April 28, 2020. * Mr. R. A. Shah and Mr. B. S. Mehta shall cease to be members of the Audit Committee effective September 23, 2020. & Audit Committee Meeting held on May 8, 2020 was held through video conference. ^ Mr. C. R. Dua has been inducted as Member and Chairman of the Audit Committee effective September 24, 2020. The Audit Committee plays the role as is contemplated under Section 177of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee powers include the following: (a) to investigate any activity within its terms of reference; (b) to seek information from any employee; (c) to obtain outside legal or other professional advice; and (d) to secure attendance of outsiders with relevant expertise, if it considers necessary. The minutes of the Audit Committee are placed before the Board. The Audit Committee role includes the following: i. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; ii. Review and monitor the auditor’s independence and performance, and effectiveness of audit process; iii. Approval or any subsequent modification of transactions of the Company with related parties; iv. Scrutiny of inter-corporate loans and investments; v. Valuation of undertakings or assets of the Company, wherever it is necessary; vi. Evaluation of internal financial controls and risk management systems; vii. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; viii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;