PGHH_AR_2020

Annual Report 2019-20 56 Procter & Gamble Hygiene and Health Care Limited ix. Examination and reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to: ● Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; ● Changes, if any, in accounting policies and practices and reasons for the same; ● Major accounting entries involving estimates based on the exercise of judgment by management; ● Significant adjustments made in the financial statements arising out of audit findings; ● Compliance with listing and other legal requirements relating to financial statements; ● Disclosure of any related party transactions; and ● Modified opinion(s) in the draft audit report. x. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval; xi. Monitoring the end use of funds raised through public offers and related matters and reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement offunds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of qualifications, experience and background, etc of the candidate; xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; xiv. Discussion with internal auditors of any significant findings and follow up there on; xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; xviii.To review the functioning of the Whistle Blower mechanism; xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; xx. Reviewing any other areas which may be specified as role of the Audit Committee under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and other statutes, as amended from time to time. Stakeholder Relationship Committee The Committee comprises of Mr. Ghanashyam Hegde (Chairman), Mr. Madhusudan Gopalan (Member) and Mr. Anil Kumar Gupta (Member). Ms. Flavia Machado is the Company Secretary & Compliance Officer to the Committee. During the Financial Year, three meetings were held on August 21, 2019, November 5, 2019 and February 12, 2020. Attendance of the Members of the Committee during the Financial Year: Directors No. of Meetings held during tenure No. of Meetings attended Mr. Ghanashyam Hegde 3 3 Mr. Anil Kumar Gupta 3 3 Mr. Madhusudan Gopalan 3 3