PGHH_AR_2020

Annual Report 2019-20 62 Procter & Gamble Hygiene and Health Care Limited STATUTORY COMPLIANCE The Company has complied with all applicable requirements prescribed by the regulatory and statutory authorities including Stock Exchanges and SEBI on all matters related to capital markets and no strictures or penalty was imposed on the Company in past three years. GENERAL MEETINGS Annual General Meeting Date Time Venue No. of special resolutions passed 55 th November 27, 2019 11:00 a.m. All the three Annual General Meetings were held at Y. B. Chavan Pratisthan, Gen. Jagannathrao Bhonsle Marg, Mumbai-400 021 3 54 th November 29, 2018 11:00 a.m. — 53 rd November 16, 2017 11:00 a.m. — At the 55 th Annual General Meeting held on November 27, 2019, the following Special Resolutions were passed approving: 1. Re-appointment of Mr. Rajendra Ambalal Shah as an Independent Director of the Company; 2. Re-appointment ofMr. Bansidhar Sunderlal Mehta as an Independent Director of the Company; and 3. Re-appointment of Mr. Anil Kumar Gupta as an Independent Director of the Company. POSTAL BALLOT No Resolution was passed by the Company during the Financial year through Postal Ballot. No Special Resolution is proposed to be conducted through Postal Ballot as on the date of this Report. MD / CFO Certification A compliance certificate in accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was provided to the Board of Directors in the prescribed format for the Financial Year 2019-20, which was reviewed by the Audit Committee and taken on record by the Board. ADOPTION OF DISCRETIONARY REQUIREMENT The Company has adopted following discretionary requirements of Regulation 27(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: a. There are no audit qualifications in the Company’s financial statements for the Financial Year 2019-20; b. The Internal Auditor of the Company directly reports to the Audit Committee. WHISTLE BLOWER POLICY The Company being a part of the Procter & Gamble group has in place a Whistle Blower Policy as laid down in its “Worldwide Business Conduct Manual”. Any employee or other interested person can call on ‘The Worldwide Business Conduct Helpline (previously called the Alertline)’, twenty-four hours a day, seven days a week, to report any concerns about violations of the Company’s “Worldwide Business Conduct Standards”. The Worldwide Business Conduct Helpline is not staffed or monitored by the Company personnel. All calls can be completed anonymous if the caller desires. The Helpline can take calls in most languages spoken by employees around the world. Calls made to the Helpline are reported to the Company’s Corporate Security, Global Internal Audit and Legal personnel, who will ensure appropriate investigation and follow-up of all calls. Callers are given a confidential identification number so they can inquire about the status of their reported concerns. The ‘Worldwide Business Conduct Helpline’ is accessible to all employees. In compliance with the requirement under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 and the Rules made thereunder, the Company has adopted the whistle blower policy as the vigil mechanism for Directors and employees to report concerns or grievances such as unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Audit Committee oversees the vigil mechanism and number of cases reported alongwith the status report and action taken (if any) are reported to the Committee. No personnel has been denied access to the Audit Committee. The Vigil Mechanism is available on the Company’s website at https://in.pg.com/india-governance-and- policies/pghh/terms-and-policies/#policies. CODE OF CONDUCT (i) Code of Conduct for Directors The Company has in place a Code of Conduct for its Directors and senior management. This Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct. The Board Members and Senior Management Personnel have affirmed their compliance with the Code of Conduct and a certificate from the Managing Director to that effect is a nnexed to this Corporate Governance Report. The Code of Conduct has been hosted