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Procter & Gamble Hygiene and Health Care Ltd.

BSE: 500459 Sector: Consumer
NSE: PGHH ISIN Code: INE179A01014
BSE 14:23 | 01 Dec 14237.05 44.55






NSE 14:13 | 01 Dec 14235.25 47.60






OPEN 14205.00
52-Week high 16466.40
52-Week low 12751.00
P/E 90.29
Mkt Cap.(Rs cr) 46,213
Buy Price 14223.70
Buy Qty 1.00
Sell Price 14244.25
Sell Qty 1.00
OPEN 14205.00
CLOSE 14192.50
52-Week high 16466.40
52-Week low 12751.00
P/E 90.29
Mkt Cap.(Rs cr) 46,213
Buy Price 14223.70
Buy Qty 1.00
Sell Price 14244.25
Sell Qty 1.00

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

Company director report

Your Directors have the pleasure of presenting the 58th Annual Report andthe Audited Financial Statements of your Company for the Financial Year ended June 302022.


(Figures in Rs. crores)

2021-22 2020-21
Revenue from operations 3901 3574
Profit before tax (PBT) 790 870
Profit after tax (PAT) 576 652
Earnings per share
- Basic (`) 177.37 200.79
- Diluted (`) 177.37 200.79


The Company's Financial Year is July 1st to June 30th.


During the Financial Year the Board of Directors declared an interim dividend of ` 95per Equity Share.

The payment of interim dividend to the shareholders was completed on February 25 2022.

Your Directors are pleased to recommend a final dividend of ` 65 per Equity Share forthe Financial

Year ended June 30 2022. This final dividend is subject to approval of the Members atthe ensuing 58th Annual General Meeting.


The operating environment this year continued to be volatile with unprecedentedchallenges with high inflation in key commodities and supply chain disruptions amongothers.

Despite these headwinds the Indian economy grew by 8.7%* in 2021-2022 as we emergedfrom the pandemic. Several initiatives and measures introduced by the government mostimportantly the accelerated rate of vaccinations provided impetus and contributed towardseconomic recovery by aiding mobility resumption of services and helping boost consumerconfidence. The pandemic accelerated many consumer and market trends including theemergence of new channels an enhanced focus on health hygiene and wellbeing. Digitaldependency in everyday consumer lives increased substantially. However inflation hasebbed consumption momentum especially in rural markets.


The International Monetary Fund (IMF) projects Indian economy to grow by 7.4%^in 2022-2023. With this

India will remain to be one of the fastest growing major economies in the world in2022-23.

* Source: Press release of Ministry of Finance dated August 1 2022.

However IMF projects global inflation in 2022 at 8.3%^. Sustained inflationaryoutlook supply-chain constraints and external headwinds will continue to pose challenges.Amidst this it will be imperative for companies to navigate through uncertainties causedby external factors and leverage the available opportunities with agility.

While short to medium term challenges exist owing to a weak global economic outlookthe long-term outlook for the FMCG sector remains positive. Your

Company is well positioned to sustain and improve its performance with a resilientworkforce leverage opportunities with agility address challenges and overcome the risks.

^ Source: IMF World Economic Outlook July 2022.

Your Company has delivered great results over the years in a volatile macroenvironment against very capable competition through focus on executing our integratedstrategies with excellence. We are focused on delighting and serving consumers customerssociety and shareholders through five strategic and integrated choices: a portfolio ofproducts where performance drives brand choice; superiority across product package brandcommunication retail execution and value; productivity in everything we do; constructivedisruption across the value chain; and an agile accountable and empowered organization.These are not independent strategic choices. They reinforce and build on each other andwhen executed well they lead to balanced top-line and bottom-line growth and valuecreation. There is still meaningful opportunity for improvement and leverage in everyfacet of this strategy and we continue to work to strengthen our execution of thesechoices.


Despite unprecedented headwinds from macroeconomic challenges and softening consumptiontrends your Company continued to grow and delivered a resilient performance in the fiscalwith sales of 3901 crore up 9% versus year ago behind the proven superiority strategyand strong brand fundamentals. Profit after tax (PAT) was 576 crore down 12% versus yearago largely behind commodities inflation which was significantly countered by costproductivity and pricing in the current year. Compared to the fiscal two years ago theCompany's sales are up 30% and PAT is up 33%. The execution of our integrated strategiesof a strong portfolio superiority productivity constructive disruption and an agileand accountable organization structure has empowered us to deliver these consistentresults. Our strategy is fuelled by balancing innovation and industry-leading practiceswhile driving productivity in everything we do. While the unprecedented market challengesand uncertainties remain in the near-term we will continue to stay focused on ourstrategy of driving superiority and productivity and enabled by the strength of ourorganization and culture to deliver balanced growth and value creation.


2021-22 2020-21 % Change
Debtors (trade 23.42 23.16 1%
Inventory turnover 16.14 15.73 3%
Return on 0.04 0.04 -10%
Return on capital 0.97 1.10 -11%
Net capital 14.14 12.68 12%
Trade payables 2.01 1.87 8%
Interest coverage 102.8 143.4 -28%*
Current ratio 1.32 1.34 -1%
Operating profit 20% 25% -17%
Net profit margin 15% 18% -19%
Return on 79% 70% 14%

* The variation is on account of higher interest on income tax in the currentyear.

Feminine Care Business

We continue to delight our consumers with strong innovation across the portfolio. Wecontinue to be market leaders despite tough external environment including consumer downtiering trends and commodity price impact. Whisper made investments to continue tostrengthen product performance. Whisper launched the new and improved Choice XL and ChoiceUltra to delight our consumers with superior proposition.

Our premium nights business continues to thrive behind identification of the No.1 unmetconsumer need- Nighttime leakage enabling premiumization. Whisper also launched anaffordable night's range

-Whisper Choice Nights to provide our consumers with relevant propositions to meettheir needs like prevention of night-time leaks.

Whisper's flagship campaign #KeepGirlsInSchool now in it's 3rd yearcontinues to raise awareness about the issue of girls dropping out of school when theyattain puberty. Whisper continues to bring transformational change in the community.Through our Whisper Menstrual Health & Hygiene School program and other consumertouchpoints last year we actively reached 50000+ schools educating about 9.9 millionadolescent girls on the importance of menstrual hygiene.

#KeepGirlsInSchool also received the highest external recognition for purposecampaigns- The Cannes Grand Prix in the sustainable development goals category reinforcingthe impact & the positive reception of this longstanding campaign.

Health Care Business

Your Company's health care business delivered strong growth this Financial Year. YourCompany continued to win externally and grow market share in the Cough & Coldcategory with strong offtake growth behind the strength of our portfolio which includesVicks VapoRub Vicks Throat Drops Vicks Action 500 Advanced Vicks Inhaler and Vicks BabyRub growth.

With world-class communication most of our sub-brands continued to grow market share.The business was further strengthened by strong innovations including Vicks Roll-OnInhaler and Vicks Xtra Strong. This is also the first year where we have ventured intopiloting the launch of a cough syrup- Vicks Tulsi Ginger Cough Syrup. Superiorgo-to-market strategy enabled enhanced presence in stores with more visibility touchpoints per store.

Your Company's healthcare business is also able to grow penetration across its entirerange thereby bringing meaningful change to the lives of consumers.

Old Spice

Old Spice 0% Gas deodorants demonstrated strong double-digit growth strengthening thebrand's foothold in the category.

Overall your Company continued to focus on driving consumer meaningful innovationsbacked by distribution expansion and strong advertising thereby delivering consistentgrowth.


Your Company has set up a Risk Management Committee. The Company has also adopted aRisk Management Policy. The Company's Risk Management Policy is in line with the parentCompany's global guidelines and as such adequate measures have been adopted by the Companyto anticipate plan and mitigate the spectrum of risks it faces.


On business risks the Company undertakes a Competition Response Model program. Forfinancing risks it has a robust operational contingency plan. It also undertakes BusinessContingency Plan for key vendors and natural disasters. The Company also has adequateInsurance coverage to protect the value of its assets. This coverage duly covers any risksrelating to business interruption resulting from property damage and legal liabilityresulting from property damage or personal injury. The Company has in place a verystringent and responsive system under which all its distributors and vendors are assessedbefore being selected.


Your Company operates within the letter and spirit of all applicable laws. Generalcompliance with legal requirements is an important component of your

Company's Worldwide Business Conduct Manual and the same demands the following actionfrom every employee:

To obey all legal requirements at all times;

To understand exactly what legal requirements apply to the work function;

To consult the legal personnel if there are conflictinglegal requirements in differentjurisdictions;

To strictly follow the directions from the legal personnel;

To address and resolve in a timely manner any legal compliance issues that have beenidentified;

Absolutely no violation of any law; and

To immediately report any instance of violations to the Legal Department.

Your Company has set in place the requisite mechanism for meeting with the compliancerequirements periodic monitoring of compliance to avoid any deviations and regularupdates to keep pace with the regulatory changes.


Your Company has implemented comprehensive security programs supported by latesttechnology and trained manpower to protect employees and assets at all its offices andplant. During under review no major security breaches or incidents occurred at yourCompany's plant. A comprehensive security risk assessment is carried out regularly andadequate security measures are implemented to cater to changing security scenario. YourCompany has installed the best of the security measures and processes to protect itspersonnel and assets.


During the Financial Year the Board of Directors had appointed Ms. Pooja BhutraChartered Accountant as the Internal Auditor of the Company for the Financial Year2021-22.


Your Company continues to prioritize sustainable control processes that are integralpart of organization culture. It has built strong Internal Controls Environment and RiskAssessment / Management systems. These systems enable the Company to comply with InternalCompany policies procedures standard guidelines and local laws to help protect

Company's assets and confidential information including personally identificationinformation (PII) against robust controls environment at your Company is efficientlymanaged

Controls Self-Assessments are performed during

October to December period of every Financial Year across business processes. Thepurpose of this thorough exercise is to review and evaluate process compliances againststandard control objective activities and attributes. This enables the Company toproactively identify control weaknesses and initiate actions to sustainably mitigate them.

Stewardship and Global Internal Audit (GIA)

Reviews are led by a team of independent fulltime Internal Controls experts. Their roleis to ensure that all key processes i.e. selling revenue distribution trade &marketing spends vendor payments and plant operations are reviewed and assessed atappropriate intervals. The observations and findingsare shared with senior management forimplementing quality action plans to strengthen overall controls environment in theseprocesses. The assessments of high risks and SOX Compliance areas are assessed by anindependent internal audit department led by the Company's Global Internal Audit team.This Financial Year team comprises of certified internal controls process experts who haveexperiences across different markets that the Company operates in. The action taken by themanagement to correct the processes is then reviewed and reported appropriately.

Governance Board

The Governance Board is led by the Managing

Director and comprises of Group Chief Financial

Officer Chief Human Resource Chain Leader Purchasing & Sustainability Leader andGeneral Counsel. The Governance Board assesses and reviews enterprise level risks andworks with process owners and functional managers to ensure that corrective action istaken and risk is mitigated as appropriate.

During the Financial Year under review all Controls issues identifiedhave been 100%remediated by executing quality action plans in consultation with internal controls andstewardship experts.


A separate report on Business Responsibility has been appended as Annexure Ilossesand to this Report. unauthorized use. and monitored through: CORPORATE SOCIALRESPONSIBILITY (CSR) & CITIZENSHIP EFFORTS

Your Company believes in being a force for growth and force for good in the communitiesthat it serves.

This has been an integral part of your company's purpose and values since itsfoundation. We believe that the only way to build a sustainable business is to improvelives.

Our CSR strategy is supported by three key pillars P&G Shiksha P&G SurakshaIndia and timely disaster relief.

Through our flagship CSR program P&G Shiksha we continue to focus on providingholistic education for underprivileged children through a 360-degree educationalintervention. We launched the ‘#PGSurakshaIndia' program in response to the COVID-19pandemic to serve our employees consumers and communities alike in testing times inpartnership with various government and relief organizations. Further our disaster reliefto provide aid to those affected by In addition to this our brands and people continue tomake a positive difference in society through their consistent hard work.

We introduced our flagshipCSR program ‘P&G Shiksha' in 2005 with the vision ofproviding means to education to underprivileged children in the country. Today we havecome a long distance from where we began. The 2500 schools that we have built andsupported over the years will impact over 23 lakh children in need by improving theirlearning environment.

Over time ‘P&G Shiksha' has evolved into a holistic education program thataims to improve learning outcomes in children strengthen educational infrastructure andempower marginalized girls through education.

Along with our NGO partner Round Table India (RTI) we have focused on constructing newclassrooms building playgrounds and improving health and hygiene facilities for childrenlike clean drinking water and separate toilets for girls and boys at Government ownedschools. We believe that this will impact the learning environment and encourage morestudents to take interest in education return to school and enable a change in mindset.Last year we undertook multiple projects and constructed more than 300 classrooms.

We are partnering with Educational Initiatives (EI)

(EI) to implement ‘Mindspark' a computer based adaptive learning tool toremediate learning gaps in students across government schools in Rajasthan HimachalPradesh Maharashtra Madhya Pradesh Andhra Pradesh Uttarakhand Gujarat and Telangana.

Research found that children studying in a particular grade may not possess theconceptual understanding and grade level competency which is at par with the grade theyare in. This means that a child may progress to a higher grade yet does not fullyunderstand a concept from a lower grade.

‘Mindspark' helps in minimizing this learning gap in children and bringing theirlearning levels at par with their grade. The tool integrates pedagogy teacher instructionand a learning management system to assess a student's learning level and develop acustomized learning path for each one of them. During the pandemic induced school closurewe upgraded the tool to make it available on smartphones to enable children to continuelearning from the safety of their home and minimize learning losses. As schools begin toreopen we are now focusing on bringing the program back to schools so the children canlearn more effectively and the program impacted over 72000 children across 8 aim naturaldisasters.states in the country by enabling learning from the safety of home.

Together with our NGO partner Pratham Education Foundation we are working towardsbridging existing learning gaps in children through on-ground remedial learninginterventions. We do this through a community based and an ‘in-school' modeltogether with the support of trained volunteers from within the community and teachers atschool. During the lockdown we had adopted a remote outreach model of engaging with thechildren by leveraging technology and mobilizing the community volunteers to ensurelearning continuity. As part of this we regularly shared simple project-based activitieswith children focused on language math and science by leveraging WhatsApp phone callsand SMSs. Further we also shared curated messages in text audio and video formats to aidthe learning process

As schools begin to reopen in addition to our digital outreach we are conductinglearning camps focused on strengthening foundational learning levels in children. This isaimed at ensuring school-readiness with the support of our community volunteers. Duringthe fiscal year across 5 states and 1 Union Territory and observed a significantimprovement in their learning levels. At the end of the intervention more than 70%students were able to read as per their expected learning levels compared to less than 25%at the beginning of the intervention.

Through our early childhood education program in partnership with Pratham EducationFoundation we are focusing on developing motor cognitive social-emotional language andcreative skills in children thereby setting them up for a fast-paced growth as they startschool. During the pandemic we ensured learning continuity by engaging with parents andcommunity volunteers to conduct learning activities with children at home using materialseasily available at home like peas beads clay and more. As the pandemic began to easewe launched a school readiness campaign for equipping children studying in Grades 1 and2 with essential foundational skills as they start school with the support of theirmothers. During the year we impacted more than 55000 children through this program. Atthe end of the intervention more than 80% of children in the intervention groupdemonstrated socio-emotional cognitive motor and language skills.

Additionally your Company also continued to impact the communities around its plantsin a holistic manner throughout the Financial Year.

Your Company has constituted a Corporate Social

Responsibility Committee. The composition and terms of reference of the CorporateSocial Responsibility

Committee are provided in the Corporate Governance

Report annexed to this Annual Report.

Annual report on Corporate Social Responsibility activities as required under theCompanies (Corporate

Social Responsibility Policy) Rules 2014 has been appended as Annexure II tothis Report.


Environmental sustainability is embedded in our

Purpose Values Principles and everything we do. We are committed to improving livesnow and for generations to come by ensuring that our products packaging and operationsare safe for employees consumers and the environment. We ensure this by focusing ontechnologies processes and improvements that matter for the environment. Within itsoperations your Company strives to grow responsibly and continuously improve ourefficiency while reducing our carbon footprint. This year P&G Group in India achieved‘plastic packaging waste neutrality' as it collected processed and recycled over19000 MT post-consumer plastic packaging waste from across the country which is morethan the amount of plastic packaging in its products sold during the year. In the last 5years the Group has reduced usage of packaging material by more than 5000 MT. We remaincommitted to help reduce the flow of plastic by continuing to make changes now andbringing long-term solutions.

Our manufacturing plant at Goa is ‘zero waste to landfill' which means that nomanufacturing waste is discharged into the environment. The plant at Goa has also andenergy consumption. The plant is leveraging technology experts employees and renewablesources of energy to reduce our overall carbon footprint improve energy and waterefficiency and make our operations more sustainable.

The P&G brands have also stepped forward towards environmental sustainability. Weare among the few companies in India to use recycled material in the packaging of ourFeminine care packaging. This will reduce usage of virgin plastic.

The P&G Group also recently announced a global water strategy which aims to restorewater in 18 water-stressed areas around the world for people and nature responding towater challenges through innovation and partnerships and reducing water in ouroperations. Out of these 18 water-stressed areas 5 are in India.

Additionally the Group put forth a new ambition to achieve net-zero greenhouse gas(GHG) emissions across its operations and supply chain from raw material to retailer bythe year 2040. Your Company continues to build partnerships with external organizations tocombat some of the challenges and issues we are facing today on sustainability. Certainmeasures taken by your Company's Plant site in Goa for conservation of energy are givenbelow:

Water savings initiatives: Following initiatives led to significant water savings:

Optimization of use of water resources;

Use of reclaim water for cooling towers vs. ground water;

Reclaim of circular water;

Use of Air Conditioning drains for recharging earthing pits;

Collection and reuse of AHU condensate; and

Collection/elimination of cooling tower water losses.

Energy Savings initiatives: Certain initiatives undertaken for saving energy aregiven below:

Auto cleaning of condensers in chillers to get better efficiency and energy saving;

Use of energy efficient pumps for cooling towers and chillers delivering energysavings; reduced its carbon emission

Monthly monitoring of energy usage and benchmarking;

Monitoring of air consumption and arresting and controlling air leakages;

Use of energy efficient compressors motors sequencing with variable-frequency drives(VFD) for energy efficiency;

Energy efficient pumps for softening plants;

Timers and motion sensors for air conditioners.


Your Company has the advantage of availing advanced technology and continuousupgradation thereof from The Procter & Gamble Company USA and its subsidiaries (theProcter & Gamble group). This is an unmatched competitive advantage that helps the

Company deliver strong business results. Your Company benefits from the Procter &Gamble group's research and development efforts and activities across the globe.Technology absorption and adaptation is a continuous process. The products manufactured /sold by the Company are a result of the imported technology received on an ongoing basisfrom the Procter & Gamble group. Initiatives are constantly undertaken for innovationof products new product development improvement of packaging enhancement of productquality and application of best information technology to automate simplify and generateefficiencies various business processes. The Company having ongoing access to cutting-edgetechnology derives benefits such as product development consistent superior productquality process efficiencies cost effectiveness and efficiency.

As the Company avails benefitsof research and development of the Procter & Gamblegroup across the globe your Company has not incurred any expenditure on research anddevelopment during the

Financial Year.


The details of foreign exchange earnings and outgo as required under Section 134 of theCompanies Act 2013 and Rule 8(3) of the Companies (Accounts)

Rules 2014 are mentioned below:

` in Lakhs

For the Financial Year ended June For the Financial Year ended June
30 2022 30 2021
Foreign Exchange earnings 4696 4598
Foreign Exchange outgo 73982 55029


Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website at This policy deals withthe review and approval of related party transactions. All related party transactions areplaced before the Audit Committee for review and approval. Prior omnibus approval isobtained for related party transactions which are of repetitive nature and entered in theordinary course of business and at arm's length. All related party transactions aresubjected to independent review by chartered accountant firmto confirm compliance with therequirements under the Companies Act 2013 and the Securities and

Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations 2015.

All related party transactions entered during the

Financial Year were in ordinary course of the business and on arm's length basis.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 in Form

AOC-2 is not applicable to your Company.

Details of material related party transaction entered into during the Financial Year2021-22 are given below:

Name of Related Party Procter & Gamble Home
Products Private Limited
Nature of transaction Purchase of goods

Amount of transaction ` 251 Crores during Financial Year 2021-22

The above transaction was approved by the Shareholders by passing an OrdinaryResolution through Postal Ballot on June 26 2021. Being related parties the Promotershareholders had abstained from voting on the said resolution.


Your Company has not given any loans guarantees or made any investments during theFinancial Year.


Your Company has not accepted any Public Deposits under Chapter V of the Companies Act2013 during the Financial Year.


As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition &

Redressal) Act 2013 and Rules made thereunder your Company has constituted anInternal Complaints Committees (ICC). During the Financial Year 1 complaint withallegation of sexual harassment was filedwith the Company which was resolved during theyear.


Pursuant to the requirement under Sections 134(3) (c) of the Companies Act 2013 withrespect to the

Directors' Responsibilities Statement it is hereby confirmed: i. that in thepreparation of the Annual Accounts for the Financial Year ended June 30 2022 theapplicable accounting standards had been followed along with proper explanation relatingto material departures; ii. that the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the Financial Year and of the profit or loss of the Company for the Financial Yearunder review; iii. that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv. that the Directors had prepared the accountsfor the Financial Year ended June 30 2022 on a

"going concern" basis; v. that the Directors had laid down internal financialcontrols to be followed by the Company and such internal financial controls are adequateand were operating effectively; and vi. that the Directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.


A separate report on Corporate Governance along with the Auditors' Certificate on itscompliance is annexed to this Report.


The Annual Return for the Financial Year 2021-22 as required under Section 92(3) andRule 12 of the

Companies (Management and Administration) Rules 2014 is available on the website ofthe Company at


Your Company operates in a highly competitive environment vis-a-vis attracting the besttalent for its operations and therefore the human resources management function hasassumed vital importance in the Company. Your Company focuses on attracting motivatingand retaining the best talent. Its people systems like talent supply performancemanagement and talent development are robust and competitive. We have put in place robustHR programs to ensure that the organization is geared up to deliver the future.

Attracting & Retaining Talent: India continues to be a key source for Globaltalent and a preferred Employer of Choice for the workforce in India. We continue to driveour build from within strategy and focus on our core campus programs which coupled withour innovative campus branding initiative ensures we continue to be an Employer of Choicein our Core Campuses and beyond. Over the course of the last year we have massivelyscaled up our lateral hiring capabilities in line with our growing business needs.

We implemented a fully face to face internship program this year for all our campusinterns. We continue to retain our Top 10 Best Employer ranking in the Annual Dare2CompeteCampus Survey. DevelopingTalent: Our policies on leadership pipeline talentplanning mentoring and diversity & inclusion continue to evolve and stay ahead of thetimes to ensure that we attract and retain the best talent. All our new hires undergo avery comprehensive 3-day corporate on-boarding program called ‘GetIN' which iscoupled with functional onboarding programs to ensure that they are able to make an impactand feel valued from Day 1. Building organization capability continues to be a key focusarea for us and we continue to organize virtual learning sessions as part of the P&GLearning Academy offerings.

Our Company's performance management system is robust and strives for Impact throughGrowth. It clearly assesses and differentiates employees on the basis of performance. Wehave established a CARE program to build the capability of our people managers. With itsfocus on inclusive development

P&G India was recognized by 'Working Mothers' Magazine as one of the Best Companiesfor Women in India 6th year in a row.

The number of employees as on June 30 2022 was

The statement of Disclosure of Remuneration under

Section 197 of the Companies Act 2013 and Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as

Annexure III to this Report.

As per the provisions of first proviso to Section 136(1) of the Companies Act 2013the Report and Financial

Statements are being sent to the Members of the Company excluding the statement ofparticulars of employees under Rule 5 (2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014. Any Memberinterested in obtaining a copy of the said statement may write to the Company Secretary


Ms. Flavia Machado ceased to be Company Secretary of the Company effective August 312021.

Mr. Ghanashyam Hegde was appointed as Company Secretary and Compliance effectiveSeptember 1 2021. ConsequentlyMr.Hegde under the Companies Act 2013 was re-designatedfrom Non-Executive Director to Executive Director of the Company effective September 12021 for a tenure of five years. Mr. Madhusudan Gopalan ceased to be the Managing Directorof the Company effective June 30 2022. The P&G Management and the Board of Directorsof the Company express their deepest gratitude to Mr. Madhusudan Gopalan for his exemplaryleadership and consistent value creation guidance and direction to the Company during histenure as Managing


Mr. L. V. Vaidyanathan has been appointed as Managing Director of the Company forperiod of five years effective July 1 2022. The Shareholders of the Company haveapproved his appointment by resolution passed by postal ballot & e-voting on July 172022. Mr. L. V. Vaidyanathan being a non-resident at the time of his appointment theCompany has filed an application for seeking approval for his appointment with the CentralGovernment.

Mr. Gurcharan Das has been appointed as Independent Director of the Company for a termof fiveyears effective September 1 2022 subject to approval of the Shareholders of theCompany at the upcoming 58th Annual General Meeting of the Company. Mr. GaganSawhney and Ms. Sonali Dhawan Directors retire by rotation and being eligible offerthemselves for re-appointment at the ensuing 58th Annual

General Meeting of the Company.

Brief profileof Directors proposed to be appointed/ re-appointed at the ensuing 58thAnnual General

Meeting and the details of the Directorships held by them in other companies areprovided under theCorporate Governance section of the Report.

Appropriate resolutions for the appointment / reappointment of the aforesaid Directorsare being moved at the ensuing 58th Annual General Meeting which the Boardrecommends for approval of theShareholders of the Company.

The Independent Directors of your Company have given declaration of Independence toyour Company stating that they meet the criteria of Independence as mentioned under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements)

Regulations 2015.

The Board is of the opinion that all the Independent

Directors of the Company possess integrity have relevant fulfill the expertise andexperience and conditions specified and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the familiarization programme and AnnualBoard Evaluation process for Directors have been provided under the Corporate Governancesection of the Report.


Five (5) meetings of the Board of Directors of the

Company were held during the Financial Year. For further details on meetings of theBoard of Directors and its Committees please refer to the Corporate Governance section ofthe Annual Report.


Your Company has adopted various policies including policies on related partytransactions corporate social responsibility vigil mechanism nomination andremuneration materiality of events and dividend distribution policy which are availableon the website of the Company at


The Report given by Kalyaniwalla & Mistry LLP Statutory Auditors on the financialstatements of the

Company for the Financial Year ended June 30 2022 is part of the Report. There hasbeen no qualification reservation or adverse remark given by the Auditors in theirReport.

Kalyaniwalla & Mistry LLP were appointed as Statutory

Auditors of your Company at the 53rd Annual General

Meeting for a term upto conclusion of the 58th Annual General Meeting. It isproposed to re-appoint Kalyaniwalla & Mistry LLP Chartered Accountants as StatutoryAuditors of your Company for a second term of five years i.e. from the conclusion of theensuing 58th Annual General Meeting until the conclusion of the 63rdAnnual General Meeting. The Audit Committee and the Board of Directors of the

Company recommend the said re-appointment to the Shareholders for their approval.Resolution for the said appointment is being moved at the ensuing 58th AnnualGeneral Meeting.


Ashwin Solanki & Associates Cost Accountants carried out the cost audit forapplicable business during the Financial Year 2021-22. The Board of Directors hasre-appointed Ashwin Solanki &

Associates Cost Accountants for the Financial Year 2022-23.


Secretarial Audit was carried out by Makarand M. Joshi & Co. PracticingCompany Secretaries for the Financial Year 2021-22. There were no qualificationsreservation or adverse remarks given by the Secretarial Auditors of the Company. TheSecretarial Audit report has been appended as Annexure IV to this Report.


During the Financial Year your Company has complied with the mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.


We are grateful to The Procter & Gamble Company USA and its subsidiaries for theirinvaluable support in terms of access to the latest information and knowledge in the fieldof research & development for products ingredients and technologies exceptionalmarketing strategies and the goodwill of its world-renowned Trademarks and superiorbrands. We are proud to acknowledge this unstinted association that has vastly benefitedthe Company.

Your Directors place on record its deep appreciation for the co-operation and supportof the Government authorities distributors wholesalers retailers suppliers clearingand forwarding agents business associates bankers consumers employees and Shareholdersand look forward to their continued support on the journey ahead.

On behalf of the Board of Directors

Chittranjan Dua
Mumbai August 23 2022 Chairman