#MDStart#
MANAGEMENT DISCUSSION & ANALYSIS
The Board of Directors have the pleasure of presenting the 60th Annual Report including
the Audited Financial Statements of the Company for the Financial Year ended June 30,
2024.
FINANCIAL RESULTS
(Figures in ' crores)
|
2023-24 |
2022-23 |
| Revenue from operations |
4,206 |
3,918 |
| Sale of products |
4,192 |
3,905 |
| Profit before tax (PBT) |
939 |
839 |
| Profit after tax (PAT) |
675 |
678 |
| Appropriations: |
|
|
| Opening Reserve |
480 |
280 |
| Profit for the year |
675 |
678 |
| Re-measurement gain/loss on defined benefit plan (net of tax) |
6 |
(7) |
| Dividend paid in the year |
(860) |
(471) |
| Balance carried to the Balance Sheet |
301 |
480 |
| Earnings per share |
|
|
| - Basic (?) |
207.95 |
208.91 |
| - Diluted (?) |
207.95 |
208.91 |
FINANCIAL YEAR
The Company's Financial Year is July 1st to June 30th. DIVIDEND
During the Financial Year, the Board of Directors of the Company at their meeting held
on January 31, 2024, declared an interim dividend of ' 160 per Equity Share, which was
paid on February 28, 2024. This interim dividend includes a one-time special dividend of '
60 per equity share, to commemorate Company's 60 years of serving its consumers,
customers, shareholders, employees, and society.
The Board of Directors of the Company, at its meeting held on August 28, 2024, have
recommended a final dividend of ' 95 per equity share, for the Financial
Year ended June 30, 2024. This final dividend is subject to the approval of the Members
at the ensuing 60th Annual General Meeting of the Company.
The aggregate dividend for the Financial Year ended June 30, 2024, including the
interim dividend of ' 160 per equity share paid on February 28, 2024 and the final
dividend of ' 95 per equity share recommended by the Board, amounts to ' 255 per equity
share.
ECONOMY AND MARKETS
The operating environment during the Financial Year 2023-24. Consumer demand in both
urban and rural markets remained tepid for the large part of the year, owing to
inflationary pressures and factors like delayed monsoons causing lower agricultural
yields.
Despite this, India's real gross domestic product (GDP) grew by 8.2* per cent in FY
2024, exceeding 8 per cent mark in three out of four quarters of FY 2024. Indian economy
has recovered and expanded in an orderly fashion post pandemic. The Annual Economic Survey
of India in July 2024 highlighted that the real GDP in FY 2024 was 20 per cent higher than
its level in FY 2020. Further, the Survey also highlighted that timely policy
interventions by the government and Reserve Bank of India's price stability measures
helped maintain retail inflation at 5.4 per cent in FY 2024$.
The economic growth of 8.2 per cent in FY 2024 was supported by an industrial growth
rate of 9.5 per cent. Despite disruptions on many fronts, the manufacturing sector
achieved an average annual growth rate of 5.2 per cent in the last decade$.
Despite a challenging global landscape, India's economy stayed resilient. India
solidified its position as the world's fifth-largest economy, showcasing its significant
economic strength and becoming one of the fastest growing major economies.
*Source: Press release of Ministry of Statistics & Programme Implementation dated
May 31, 2024.
$Source: Annual Economic Survey, July 2024.
OPPORTUNITIES, RISK AND OUTLOOK
The Reserve Bank of India has raised its real gross domestic product (GDP) growth
forecast for the current Financial Year 2024-25 to 7.2%A from 7%, demonstrating increasing
confidence in the economic growth of the country.
Further, the International Monetary Fund (IMF) has predicted the global inflation rate
to slow to 5.9% in 2024 from 6.7% last year, broadly on track for a soft landing.% In
fact, IMF has forecasted inflation of 4.6% in 2024 and 4.2% in 2025 for India,
significantly lower than the global outlook.
In July 2024, Ministry of Statistics and Program Implementation, have reported softened
inflation, now below RBI's medium-term target of 4%. Rainfall over the country, as a
whole, was above normal as per the IMD forecast, accordingly, rural demand is expected to
keep up with the positive trends@. The watch-outs are declining rural wages and rising
unemployment, which should stabilize in the near term with the government's recently
announced interventions. Collectively, this should augur well for India's consumption
trends.
While short to medium term challenges exist owing to a tepid global economic outlook,
the long-term outlook for the FMCG sector remains positive. Your Company is well
positioned to sustain and improve its performance with its integrated growth strategy and
serve the consumer with superior products.
A Monetary Policy Statement, June 7, 2024 %IMF World Economic Outlook, July 2024
@Statement issued by the Indian Meteorological department, October 1, 2024
FINANCIAL PERFORMANCE
The Company reported sales of ' 4,192 crore, up 7% versus year ago owing to innovation
and driving category growth in the feminine hygiene category. For the fiscal, Profit After
Tax (PAT) was ' 675 crores, flat versus year ago driven by significant impact of one-time
tax related items both in the base period and current period. Operational profit,
excluding these one-time impacts, was ' 809 crore, up 19% versus year ago.
Even in a challenging operating environment, we delivered a balanced growth this year,
while continuing to drive category growth through innovations that delight our consumers.
These results are a testament to execution of our integrated growth strategy, which we
remain committed to - a focused product portfolio where performance drives brand choice,
superiority (of product performance, packaging, brand communication, retail execution and
consumer and customer value), productivity, constructive disruption, and an agile and
accountable organization - all aimed at delivering sustainable, balanced growth and value
creation.
FINANCIAL RATIOS
|
2023-24 |
2022-23 |
Change |
Explanation for changes over 25% in the ratios, if any |
| Debtors (trade receivables) turnover |
18.40 |
19.19 |
-4% |
- |
| Inventory turnover |
18.89 |
17.27 |
9% |
- |
| Return on investment |
0.06 |
0.05 |
32% |
Due to interest from loan to group company |
| Return on capital employed |
1.10 |
0.81 |
36% |
Due to reduction in capital employed on account of dividend payout |
| Net capital turnover |
19.20 |
9.54 |
101% |
Due to higher sales and lower working capital |
| Trade payables turnover |
1.78 |
1.88 |
-6% |
- |
| Interest coverage ratio* |
- |
- |
- |
- |
| Debt Equity Ratio |
0.00 |
0.00 |
-7% |
- |
| Current ratio |
1.22 |
1.38 |
-11% |
- |
| Operating profit margin |
23% |
22% |
1.25 |
- |
| Net profit margin |
16% |
17% |
-7% |
- |
| Return on Networth |
78% |
81% |
-3% |
- |
* The Company did not have any borrowings during the Financial Year.
BUSINESS PERFORMANCE • FEMININE HYGIENE BUSINESS
The Company continued its strong innovation across the feminine hygiene portfolio,
providing superior product performance to the consumers in order to meet their needs. In
turn, the consumers reinforced their trust in the brand, which truly makes Whisper - a
market leader.
We have been on a journey of consistently improving and upgrading our propositions to
raise the bar on consumer delight - across the product range and sizes. Whisper's premium
portfolio underwent a product upgrade on Whisper Ultra Hygiene+Comfort XL. The
product has first of its kind cushion core technology and cotton like soft top layer that
provides leakage & stain prevention along with comfort.
Another premium product line - Whisper Ultra Soft Skin Love, also underwent a
revamp with new packaging. This product delivers a superior protection with a super soft
feel against intimate skin.
The Company's super premium business continues to drive growth with Whisper Period
Panty. This product continues to be a delighter for consumers with its superior
protection and comfort.
Whisper Choice portfolio witnessed a big revamp during the Financial Year 2023-24, with
a superior Choice Ultra XL product being launched during the Financial Year. With this
launch, the product significantly ramped up performance on long-lasting stain protection,
with faster absorption.
Whisper's flagship campaign, #KeepGirLsInSchooL initiative witnessed unparalleled
consumer Love, engagement, and response this year - with its latest edition which was
focused on early periods. This film highlighted a very touching, critical insight into how
periods are starting early these days - as early as 8 years of age for many girls and
shared the critical need to provide period education to all -classmates, parents,
educators, at the right time. Whisper has already provided period education and free
sanitary pads to more than 100 million girls and moms over decades and strives to continue
its efforts towards keeping girls in schools.
• HEALTH CARE BUSINESS
The Company's health care business serves consumers with an assortment of products that
cater to diverse needs be it - single symptom, multiple symptoms and even evolved needs
that require customized solutions. Vicks portfolio delivered a faster growth this
Financial Year as the Cough & Cold category has started to recover from post-pandemic
slow-down.
The Company continues to remain fully invested in growing the category resulting in
strong offtake growth behind the strength of our existing portfolio, which includes Vicks
VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler, Vicks Xtra Strong
Rub, and Vicks Baby Rub; adding Vicks VapoRub Steam Pods and Vicks Headache Roll-on
to the portfolio during the year.
With world-class communication, most of our subbrands continued to grow market share.
Superior go-to-market enabled enhanced presence in stores with more visibility touchpoints
per store. We continued to accelerate our business in whitespace categories such as sleep
supplements with ZzzQuil.
Vicks launched one of its biggest product upgrades for the cough drops portfolio with
Vicks cough drops double power with a bigger drop and more ayurvedic mix- a significant
upgrade that delivers a more effective and longer lasting relief from sore throat*. The
new product was launched with a new campaign focusing on ‘Badi Goli, Badi Rahat'.
* Vs. Vicks Cough Drops 1.8g
The business was further strengthened with the Launch of Vicks Headache Roll-on,
a non-greasy oil format for quick headache relief anytime, anywhere. It leverages a
superior product formula containing high-strength Ayurvedic ingredients Like Pudinah
(Menthol) and Kapoor (Camphor), formulated to meet the needs of our consumers. It is
especially designed to provide a swift & effective solution for headache equipped with
a roller ball technology that allows for on- the-go headache relief.
The Company's health care business is continuously identifying the opportunity to grow
penetration across its entire range thereby bringing meaningful change to the lives of
consumers.
• OLD SPICE
Old Spice demonstrated strong double-digit growth led by 0% Gas Deodorants. The brand
continued to focus on driving meaningful innovations through new launches and expanded
distribution backed by strong media thereby delivering consistent growth.
RISK MANAGEMENT
The Company has set up a Risk Management Committee and has also adopted a risk
management policy. The Company's risk management policy is in line with the parent
Company's global guidelines and as such adequate measures have been adopted by the Company
to anticipate, plan and mitigate the spectrum of risks it faces. The Company's risk
management process focuses on ensuring that these risks are identified on a timely basis
and adequately addressed.
For financing risks, the Company has a robust operational contingency plan. It also
undertakes Business Contingency Plan for key vendors and natural disasters. The Company
also has adequate insurance coverage to protect the value of its assets. The Company has
in place a very stringent and responsive system under which all its distributors and
vendors are assessed before being selected.
As part of the business sustainability and governance process, in order to ensure a
robust risk management system, in line with the applicable laws, the Company follows a
proactive risk management policy, aimed at protecting its employees, assets and the
environment, while at the same time ensuring growth and continuity of its business.
The risks are identified by a consistent process across functions and the Company also
strives to link each risk with a mitigation step to ensure business continuity. Risk
managers consistently map the risks to establish a risk management culture. The risk
report is reviewed at regular intervals, to ensure that risks are planned for mitigation,
for the fact that not all risks can be eliminated.
REGULATORY AND COMPLIANCE
The Company operates within the letter and spirit of all applicable laws. General
compliance with legal requirements is an important component of the Company's Worldwide
Business Conduct Manual (the WBCM) and the same expects the following from its employees:
The Company has set in place the requisite mechanism for meeting with the compliance
requirements, periodic monitoring of compliance to avoid any deviations, and regular
updates to keep pace with the regulatory changes.
A number of training programs are conducted periodically for employees with respect to
various compliance related topics such as Global AntiCorruption Standards, Prevention of
Sexual Harassment at Workplace, Whistle-blower Mechanism, Conflict of Interest, Data
Privacy, Data Integrity, Anti-Trust compliance etc.
SECURITY
Your Company has implemented comprehensive security programs supported by latest
technology and trained manpower to protect employees and assets, at its offices and plant.
During the Financial Year under review, no major security breaches or incidents occurred.
A comprehensive security risk assessment is carried out regularly and adequate security
measures are implemented to cater to changing security scenario. Your Company has
installed the best of the security measures and processes to protect its personnel and
assets.
INTERNAL AUDITOR
During the Financial Year, the Board of Directors had appointed Ms. Pooja Bhutra,
Chartered Accountant as the Internal Auditor of the Company for the Financial Year
2023-24.
INTERNAL CONTROLS & THEIR ADEQUACY
The Company continues to prioritize sustainable control processes that are integral
part of organization culture. It has built strong Internal Controls Environment and Risk
Assessment/Management systems. These systems enable the Company to comply with Internal
Company policies, procedures, standard guidelines, and local laws to help protect
Company's assets and confidential information including personally identifiable
information (PII) against financial losses and unauthorized use. The robust controls
environment at the Company is efficiently managed and monitored through:
• Controls Self-Assessments (CSA) are performed during October to December
period of every Financial Year across business processes. The purpose of this thorough
exercise is to review and evaluate process compliances against standard control
objectives, activities, and attributes. This enables the Company to proactively identify
control weaknesses and initiate actions to sustainably mitigate them. Along with CSAs,
Company also has a process of continuous monitoring for some of controls in manufacturing
processes via an internally developed toolkit that tracks control activities and assesses
effectiveness of controls with the process owners by selecting auto samples for packing,
planning, warehousing, etc. Samples are auto picked up every quarter for the respective
areas in the toolkit and tested. Defects, if any, are reviewed by the management. This
ensures ongoing monitoring of controls for operational areas.
• Local Governance and Global Internal Audit
There are internal control experts in the organization, guiding business teams on
day-today compliance requirements. They also ensure that all key processes i.e. selling,
distribution, trade & marketing spends, vendor payments, etc. are reviewed and
assessed at appropriate intervals via CSAs, standard operating procedures and process
reviews or audits as applicable. As part of their ongoing monitoring process, if there are
issues identified, those are reported to senior management for implementing action plans
to strengthen control environment in these processes. The assessments of high-risk and SOX
compliance areas are done by Company's Global Internal Audit (GIA) team. GIA comprises of
certified internal auditors who have experience across different markets and have
independent centers of excellence. Issues raised by internal audit teams are tagged to
business owners and issue remediation is then reviewed and reported appropriately to the
senior leadership.
• Governance Board
The Governance Board is led by the Managing Director and comprises of Group Chief
Financial Officer, Chief Human Resource Officer, Supply Chain Leader, Purchasing &
Sustainability Leader, and General Counsel. The Governance Board assesses, and reviews
enterprise level risks and works with process owners and functional managers to ensure
that corrective action is taken, and risk is mitigated as appropriate.
BUSINESS RESPONSIBILITY & SUSTAINABILITY
A separate report on Business Responsibility & Sustainability has been appended as Annexure
I to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company's flagship Corporate Social Responsibility program - P&G Shiksha is a
360-degree educational intervention that addresses three critical barriers to achieving
universal education - access to education infrastructure, gender inequality in access to
education and gap in learning.
The Company has constituted a Corporate Social Responsibility Committee. The
composition and terms of reference of the Corporate Social Responsibility Committee are
provided in the Corporate Governance Report annexed to this Annual Report.
Annual report on Corporate Social Responsibility activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure
II to this Report.
ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY
Our efforts in environmental sustainability are important to create superior
propositions for consumers, customers, and shareholders- while improving our environmental
impact. We seek to reduce the footprint of our operations and enable consumers to reduce
their footprint.
The Company is committed to reducing plastic packaging waste by designing the packaging
to be recyclable or reusable; and by reducing the use of virgin petroleum plastic resin in
consumer packaging. The Company continues to be compliant with the government's Extended
Producer Responsibility (EPR) guidelines on plastic packaging waste collection.
The Company's plant site at Goa is a zero-manufacturing-waste-to-landfill site, which
means that no manufacturing waste is discharged into the environment.
The Company continuously strives to achieve water efficiency. This year the Company
achieved 13,364 kiloliters of circular water through Condensate Recovery and Internal
Effluent Treatment Plant (ETP) Recycle.
The Company contributes to the P&G group's ambition to reduce Green House Gas (GHG)
emissions across its operations. The Company will continue to strive in its efforts
towards this ambition. The Company aims to grow responsibly and continuously improve its
efficiency while reducing its carbon footprint.
For a detailed report on Company's sustainability efforts, kindly refer to the business
responsibility and sustainability report (BRSR) appended as Annexure I to this
report.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
The Company has the advantage of availing advanced technology and continuous
upgradation thereof from The Procter & Gamble Company, USA and its subsidiaries. This
is an unmatched competitive advantage that helps the Company deliver strong business
results.
As the Company avails benefits of research and development of The Procter & Gamble
Company, USA and its subsidiaries across the globe, the Company has not incurred any
expenditure on research and development during the Financial Year. Technology absorption
and adaptation is a continuous process. The products manufactured and sold by the Company
are a result of such imported technology received on an ongoing basis. Initiatives are
constantly undertaken for innovation of products, new product development, improvement of
packaging, enhancement of product quality and application of best information technology
to automate, simplify and generate efficiencies in various business processes.
The Company having ongoing access to cutting- edge technology, derives benefits such as
product development, consistent superior product quality, process efficiencies, cost
effectiveness and energy efficiency.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of foreign exchange earnings and outgo as required under Section 134 of the
Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned
below:
Rs. in Crores
|
For the Financial Year ended June 30, 2024 |
For the Financial Year ended June 30, 2023 |
| Foreign Exchange earnings |
112.09 |
43.22 |
| Foreign Exchange outgo |
537.13 |
597.10 |
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on related party transactions which is also
available on Company's website at https://in.pg.com/india-governance-
and-policies/pghh/terms-and-policies/#policies. This policy deals with the review and
approval of related party transactions. All related party transactions are placed before
the Audit Committee for review and approval. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature and entered in the ordinary
course of business and at arm's length. All related party transactions are subjected to
independent review by Chartered Accountant firm to confirm compliance with the
requirements 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 Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is not applicable to the Company.
Details of material related party transaction entered into during the Financial Year
2023-24 are given below:
| Name of Related Party |
Procter & Gamble Home Products Private Limited |
| Nature of transaction |
Purchase of goods (Contract Manufacturing) |
| Amount of transaction during Financial Year 2023-24 |
' 729.50 Crores |
The above transaction was approved by the Shareholders by passing an Ordinary
Resolution at the Annual General Meeting held on November 24, 2023. Being related parties,
the Promoter shareholders had abstained from voting on the said resolution.
LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE
The Company had granted an intercorporate loan to one of its group companies, Gillette
Diversified Operations Private Limited. Particulars of the loans as required under section
186 of the Companies Act, 2013, have been provided in note no. 5 read along with note 33
to the financial statements.
Further, the Company has not given any guarantees or made any investments during the
Financial Year.
PUBLIC DEPOSITS
The Company has not accepted any Public Deposits under Chapter V of the Companies Act,
2013, during the Financial Year.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has
constituted Internal Complaints Committees. During the Financial Year, no complaint with
allegation of sexual harassment was filed with the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sections 134(3) (c) of the Companies Act, 2013, with
respect to the Directors' Responsibilities Statement, it is hereby confirmed:
i. that in the preparation of the Annual Accounts for the Financial Year ended June 30,
2024, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii. that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for the Financial Year under review;
iii. that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. that the Directors had prepared the accounts for the Financial Year ended June 30,
2024, on a "going concern" basis;
v. that the Directors had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively;
and
vi. that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors' Certificate on its
compliance is annexed to this Report.
ANNUAL RETURN
The Annual Return for the Financial Year 2023-24, as required under Section 92(3) and
Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the
website of the Company at https://in.pg.com/india-investors/pghh/shareholder- info/info/.
HUMAN RESOURCES
The Company has achieved remarkable success throughout the year by consistently
delivering superior products to our consumers and customers. This has been made possible
through a highly agile and empowered organization, enabling us to achieve outstanding
business results and generate significant shareholder value.
The Company continues to focus on creating an appealing employer brand, attracting
talent that aligns with our company's values, and nurturing that talent for future
success. We have developed comprehensive human resource strategies, keeping employees at
the centre of everything we do, and to ensure that our organization is well-prepared to
meet future challenges.
India remains a critical talent source for us, and we have adapted our campus
initiatives to proactively address changing times. We have launched innovative campus
programs and revamped existing ones, ensuring a mix of virtual and face-to-face setups to
accommodate a dispersed audience. Our internships, onboarding, and learning &
development programs continue to receive recognition in various campus surveys. We are
committed to nurturing our talent and fostering diverse leaders who will thrive in our
ecosystem.
To foster a winning culture, it is crucial to engage and empower employees right from
their comprehensive corporate onboarding program, known as GETiN. By instilling a growth
mindset within our Company DNA, we encourage a love for learning and resilience, which are
vital for achieving both organizational and personal goals.
We strongly believe in co-creating careers with our employees, allowing them to
collaborate with the business and achieve fulfilling careers with us. We encourage our
employees to be their authentic selves at work, as we strive to consistently evolve from
good to great. Our performance management system evaluates employees based on their impact
and growth.
P&G India has been consistently recognized as an employer of choice. For the
seventh consecutive year, AVTAR has acknowledged us as one of the top 100 companies for
women in India. We have also received accolades such as the Best Organization for Women by
ET Now (2024), Buddies of Wellness by People Matters (2023), and Silver Employer for
progress on LGBTQ+ inclusion at the Workplace by the India Workplace Equality Index
(2023), among others.
The number of employees as on June 30, 2024 was 439.
The statement of Disclosure of Remuneration under Section 197 of the Companies Act,
2013 and Rule 5 (1) of the Companies (Appointment and Remuneration 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, 2013,
the Report and Financial Statements are being sent to the Members of the Company excluding
the statement of particulars of employees under Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining
a copy of the said statement may write to the Company Secretary at investorpghh.im@pg.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Meena Ganesh, who was appointed as NonExecutive Independent Director of the Company
for a period of five years, effective March 19, 2019, ceased to be a Director on the Board
of the Company effective March 18, 2024, pursuant to completion of her tenure.
Mr. Karthik Natarajan ceased to be a director of the Company effective close of
business hours of March 31, 2024, pursuant to his resignation from the Board.
The Board of Directors of the Company express their deepest gratitude to Ms. Meena
Ganesh and Mr. Karthik Natarajan for their guidance, value creation and contribution to
the Board during their tenure as Directors on the Board of the Company.
Dr. Ashima Goyal, was appointed as Non-Executive Independent Director of the Company
for a period of five years effective March 19, 2024, pursuant to the Board's approval and
recommendation of the Nomination and Remuneration Committee. The shareholders approved
such appointment by a resolution passed via postal ballot and e-voting on March 13, 2024.
Mr. L. V. Vaidyanathan ceased to be the Managing Director of the Company effective
close of business hours of April 30, 2024 due to his resignation from the Company. The
P&G Management and the Board of Directors of the Company express their deepest
gratitude to Mr. L. V. Vaidyanathan for his exemplary leadership, consistent value
creation, and direction to the Company during his tenure as Managing Director of the
Company.
Mr. Kumar Venkatasubramanian was appointed as Director and Managing Director of the
Company for a period of five years effective May 1, 2024 pursuant to the Board's approval
and recommendation of the Nomination and Remuneration Committee. The Shareholders of the
Company approved his appointment by resolution passed via postal ballot & e-voting on
July 3, 2024. Mr. Kumar Venkatasubramanian being a non-resident at the time of his
appointment, the Company has filed an application for seeking approval for his appointment
with the Central Government.
Mr. Prashant Bhatnagar ceased to be Chief Financial Officer of the Company due to his
resignation from the Company, effective June 28, 2024. Ms. Mrinalini Srinivasan was
appointed as Chief Financial Officer of the Company effective June 29, 2024.
Mr. Ghanashyam Hegde and Mr. Gagan Sawhney, Directors, retire by rotation and being
eligible, offer themselves for re-appointment at the ensuing 60th Annual General Meeting.
Appropriate resolutions for the re-appointment of the aforesaid Directors are being
proposed at the ensuing 60th Annual General Meeting, which the Board recommends for
approval of the shareholders of the Company.
Brief Profiles of these Directors are mentioned in Corporate Governance section of this
report. Details of the Directorships of Directors proposed to be re-appointed as required
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
contained in the Notice convening the ensuing 60th Annual General Meeting of the Company.
All Independent Directors of the Company have provided declarations to the Company
stating that they meet the criteria of independence as mentioned under Section 149 (6) of
the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 ["SEBI (LODR)
Regulations, 2015"].
The Board is of the opinion that all the Independent Directors of the Company possess
integrity, have relevant expertise and experience and fulfil the conditions specified
under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The details of the
familiarization programmes and Annual Board Evaluation process for Directors have been
provided under the Corporate Governance section of the Report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Seven (7) meetings of the Board of Directors of the Company were held during the
Financial Year. For further details on meetings of the Board of Directors and its
Committees, please refer to the Corporate Governance section of the Annual Report.
POLICIES
The Company has adopted various policies, including policies on related party
transactions, corporate social responsibility, vigil mechanism, nomination and
remuneration, materiality of events and dividend distribution policy, which are available
on the website of the Company at https://in.pg.com/
india-governance-and-policies/pghh/terms-and- policies/#policies.
AUDITORS
At the Annual General Meeting held on November 15, 2022, Kalyaniwalla & Mistry LLP,
Chartered Accountants were appointed as Statutory Auditors of the Company for a second
term of five years, i.e., from the conclusion of the 58th Annual General Meeting until the
conclusion of the 63rd Annual General Meeting.
The Report issued by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial
statements of the Company for the Financial Year ended June 30, 2024 is part of the
Report. There has been no qualification, reservation or adverse remark given by the
Auditors in their Report.
COST AUDITORS
Ashwin Solanki & Associates, Cost Accountants carried out the cost audit as Cost
Auditors for applicable business during the Financial Year 2023-24. The Board of Directors
have re-appointed Ashwin Solanki & Associates, Cost Accountants for the Financial Year
2024-25. There were no qualifications, reservation or adverse remarks given by the Cost
Auditors of the Company.
SECRETARIAL AUDIT
Secretarial Audit was carried out by Makarand M. Joshi & Co., Practicing Company
Secretaries for the Financial Year 2023-24. There were no qualifications, reservation or
adverse remarks given by the Secretarial Auditors of the Company. The Secretarial Audit
report is annexed to this Report.
SECRETARIAL STANDARDS
During the Financial Year, the Company has complied with the mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
We are grateful to The Procter & Gamble Company, USA and its subsidiaries for their
invaluable support in terms of access to the latest information and knowledge in the field
of research & development for products, ingredients and technologies, exceptional
marketing strategies, and the goodwill of its world- renowned trademarks and superior
brands. We are proud to acknowledge this unstinted association that has vastly benefited
the Company.
The Board of Directors place on record its deep appreciation for the co-operation and
support of the Government authorities, distributors, wholesalers, retailers, suppliers,
clearing and forwarding agents, business associates, bankers, consumers, employees and
Shareholders and look forward to their continued support on the journey ahead.
| On behalf of the Board of Directors |
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|
Chittranjan Dua |
| Mumbai, August 28, 2024 |
Chairman |
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