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Procter & Gamble Hygiene and Health Care Ltd.

BSE: 500459 Sector: Consumer
NSE: PGHH ISIN Code: INE179A01014
BSE 00:00 | 22 Feb 10165.80 109.25
(1.09%)
OPEN

10199.95

HIGH

10199.95

LOW

10052.25

NSE 00:00 | 22 Feb 10174.85 62.80
(0.62%)
OPEN

10198.75

HIGH

10200.00

LOW

10054.25

OPEN 10199.95
PREVIOUS CLOSE 10056.55
VOLUME 63
52-Week high 11000.00
52-Week low 8714.00
P/E 83.33
Mkt Cap.(Rs cr) 32,998
Buy Price 10090.00
Buy Qty 1.00
Sell Price 10165.80
Sell Qty 3.00
OPEN 10199.95
CLOSE 10056.55
VOLUME 63
52-Week high 11000.00
52-Week low 8714.00
P/E 83.33
Mkt Cap.(Rs cr) 32,998
Buy Price 10090.00
Buy Qty 1.00
Sell Price 10165.80
Sell Qty 3.00

Procter & Gamble Hygiene and Health Care Ltd. (PGHH) - Auditors Report

Company auditors report

To the Members of

Procter & Gamble Hygiene and Health Care Limited

Report on Audit of the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Procter & GambleHygiene and Health Care Limited ("the Company") which comprise the BalanceSheet as at June 30 2018 the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows for the yearthen ended including a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as the Ind AS financial statements).

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant tothe Company's preparation of the Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policiesused and the reasonableness of the accounting estimates made by theCompany's Directors as well as evaluating the overall presentation of the Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thestate of affairs of the Company as at June 30 2018 its profit (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.

Other Matter

The comparative financial information of the Company for the year ended June 302017 included in these Ind AS financial statements have been audited by thepredecessor auditor whose report for the year ended June 30 2017 expressed anunmodified opinion on those audited financial statements vide their audit report datedAugust 23 2017.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss (including Other ComprehensiveIncome) Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act read with relevant rulesissued thereunder.

e) On the basis of the written representations received from the Directors as on June30 2018 taken on record by the Board of Directors none of the Directors is disqualifiedas on June 30 2018 from being appointed as a Director in terms of Section 164(2)of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements; – Refer Note 35 to the Ind AS financialstatements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants

(Firm's Registration No. 104607W/W100166)

Roshni Marfatia

Partner

(Membership No. 106548)

MUMBAI August 22 2018

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' in our Independent Auditor's Report to the Members of the Company on the IndAS financial statements for the year ended June 30 2018.

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) As explained to us the Company has a program for physical verification of fixedassets at periodic intervals. In our opinion the period of verification is reasonablehaving regard to the size of the Company and the nature of its assets. The discrepanciesreported on such verification are not material and have been properly dealt with in thebooks of account.

c) According to the information and explanations given to us the title deedscomprising all the immovable properties of buildings other than self-constructedbuildings are held in the name of the Company. In respect of immovable properties of landthat have been taken on lease and disclosed as non-current / current assets in thefinancial statements the lease agreements are in the name of the Company where theCompany is the lessee in the agreement.

2. The inventory has been physically verified by the Management at reasonable intervalsduring the year. In our opinion the frequency of such verification is reasonable. Inrespect of inventory lying with third parties these have substantially been confirmed bythem. The discrepancies noticed on verification between the physical stocks and the bookrecords were not material.

3. In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act.

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto investments made guarantees given and securities provided.

5. According to the information and explanations given to us the Company has notaccepted deposits from the public to which the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 of the Act and the Rules framed thereunderapply.

6. The maintenance of cost records has been prescribed by the Central Government underSection 148(1) of the Act in respect of specified products of the Company. For suchproducts we have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Records and Audit) Rules 2014 as amended and are of the opinionthat prima facie the prescribed cost records have been made and maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

7. According to the information and explanations given to us and records of the Companyexamined by us in our opinion:

a) the Company is generally regular in depositing the undisputed statutory duesincluding provident fund employees' state insurance income-tax sales tax service taxduty of customs duty of excise value added tax goods and services tax cess professiontax and other material statutory dues as applicable with the appropriate authorities andthere are no undisputed amounts payable in arrears as at June 30 2018 for a period ofmore than six months from the date they became payable.

b) there are no dues of income-tax sales tax service tax duty of customs duty ofexcise value added tax and goods and services tax which have not been deposited with theappropriate authorities on account of any dispute other than the following:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates* Amount Involved (Rs. in lakhs)**
The Central Excise Act 1944 Excise Duty Customs Excise and Service Tax Appellate Tribunal 2004-05 to 2008-09 10
Sales Tax and Laws as per statutes applicable in various states Sales Tax and VAT Appellate Authority - up to Commissioners/ Revisional authorities level 1997-98 to 2001-02 2003-04 to 2014-15 1 963
Appellate Authority - Tribunal 1996-97 2001-02 2002-03 2005-06 to 2012-13 1 749
High Court 1990-91 to 1997-98 & 2002-03 137
Customs Act 1962 Customs Duty Commissioner of Customs 1998-99 19
Finance Act 1994 Service Tax Appellate Authority -up to Commissioners/ Revisional authorities level 2006-07 to 2012-13 1 225
Income-tax Act 1961 Income Tax Income-tax Appellate Tribunal 2008-09 2009-10 2011-12 and 2012-13 7 245

* Period denotes the financial year April to March

** includes penalty and interest on taxes wherever applicable

8. The Company has not taken any loans or borrowings from financial institutions banksor government nor has issued any debentures.

9. The Company has not raised any money by way of initial public offer further publicoffer (including debt instruments) or term loans during the year.

10. To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the course of our audit.

11. In our opinion and according to the information and explanations given to us andbased on our examination of the records the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company.

13. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable. Thedetails of such related party transactions have been disclosed in the Ind AS financialstatements as required by the applicable Accounting Standards.

14. According to the information and explanations give to us and based on ourexamination of the records the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on ourexamination of the records the Company has not entered into any non-cash transactionswith Directors or persons connected with him.

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants

(Firm's Registration No. 104607W/W100166)

Roshni Marfatia

Partner

(Membership No. 106548)

MUMBAI August 22 2018

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' in our Independent Auditor's Report to the Members of the Company on the IndAS Financial Statements for the year ended June 30 2018.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013

We have audited the internal financial controls over financial reporting of Procter& Gamble Hygiene and Health Care Limited ("the Company") as of June 30 2018in conjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(the "Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditure of the Company are being made only inaccordance with authorizations of Management and Directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that couldhave a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper Management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at June 30 2018 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by theICAI.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants

(Firm's Registration No. 104607W/W100166)

Roshni Marfatia

Partner

(Membership No. 106548)

MUMBAI August 22 2018