Your Directors have the pleasure of presenting the 58th Annual Report and
the Audited Financial Statements of your Company for the Financial Year ended June 30,
2022.
FINANCIAL RESULTS
(Figures in Rs. crores)
|
2021-22 |
2020-21 |
Revenue from operations |
3,901 |
3,574 |
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 |
FINANCIAL YEAR
The Company's Financial Year is July 1st to June 30th.
DIVIDEND
During the Financial Year, the Board of Directors declared an interim dividend of 95
per 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 for
the Financial
Year ended June 30, 2022. This final dividend is subject to approval of the Members at
the ensuing 58th Annual General Meeting.
ECONOMY AND MARKETS
The operating environment this year continued to be volatile, with unprecedented
challenges, with high inflation in key commodities and supply chain disruptions, among
others.
Despite these headwinds, the Indian economy grew by 8.7%* in 2021-2022 as we emerged
from the pandemic. Several initiatives and measures introduced by the government, most
importantly the accelerated rate of vaccinations, provided impetus and contributed towards
economic recovery by aiding mobility, resumption of services and helping boost consumer
confidence. The pandemic accelerated many consumer and market trends, including the
emergence of new channels, an enhanced focus on health, hygiene, and wellbeing. Digital
dependency in everyday consumer lives increased substantially. However, inflation has
ebbed consumption momentum, especially in rural markets.
OPPORTUNITIES, RISK AND OUTLOOK
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 in
2022-23.
* Source: Press release of Ministry of Finance dated August 1, 2022.
However, IMF projects global inflation in 2022 at 8.3%^. Sustained inflationary
outlook, supply-chain constraints and external headwinds will continue to pose challenges.
Amidst this, it will be imperative for companies to navigate through uncertainties caused
by external factors and leverage the available opportunities with agility.
While short to medium term challenges exist owing to a weak 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 a resilient
workforce, 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 macro
environment against very capable competition, through focus on executing our integrated
strategies with excellence. We are focused on delighting and serving consumers, customers,
society and shareholders through five strategic and integrated choices: a portfolio of
products where performance drives brand choice; superiority across product, package, brand
communication, retail execution and value; productivity in everything we do; constructive
disruption across the value chain; and an agile, accountable and empowered organization.
These are not independent strategic choices. They reinforce and build on each other, and
when executed well, they lead to balanced top-line and bottom-line growth and value
creation. There is still meaningful opportunity for improvement and leverage in every
facet of this strategy, and we continue to work to strengthen our execution of these
choices.
BUSINESS PERFORMANCE
Despite unprecedented headwinds from macroeconomic challenges and softening consumption
trends, your Company continued to grow and delivered a resilient performance in the fiscal
with sales of 3,901 crore, up 9% versus year ago, behind the proven superiority strategy
and strong brand fundamentals. Profit after tax (PAT) was 576 crore, down 12% versus year
ago, largely behind commodities inflation which was significantly countered by cost
productivity and pricing in the current year. Compared to the fiscal two years ago, the
Company's sales are up 30% and PAT is up 33%. The execution of our integrated strategies
of a strong portfolio, superiority, productivity, constructive disruption, and an agile
and accountable organization structure, has empowered us to deliver these consistent
results. Our strategy is fuelled by balancing innovation and industry-leading practices,
while driving productivity in everything we do. While the unprecedented market challenges
and uncertainties remain in the near-term, we will continue to stay focused on our
strategy of driving superiority and productivity and enabled by the strength of our
organization and culture, to deliver balanced growth and value creation.
FINANCIAL RATIOS
|
2021-22 |
2020-21 |
% Change |
Debtors (trade |
23.42 |
23.16 |
1% |
receivables) |
|
|
|
turnover |
|
|
|
Inventory turnover |
16.14 |
15.73 |
3% |
Return on |
0.04 |
0.04 |
-10% |
investment |
|
|
|
Return on capital |
0.97 |
1.10 |
-11% |
employed |
|
|
|
Net capital |
14.14 |
12.68 |
12% |
turnover |
|
|
|
Trade payables |
2.01 |
1.87 |
8% |
turnover |
|
|
|
Interest coverage |
102.8 |
143.4 |
-28%* |
ratio |
|
|
|
Current ratio |
1.32 |
1.34 |
-1% |
Operating profit |
20% |
25% |
-17% |
margin |
|
|
|
Net profit margin |
15% |
18% |
-19% |
Return on |
79% |
70% |
14% |
Networth |
|
|
|
* The variation is on account of higher interest on income tax in the current
year.
Feminine Care Business
We continue to delight our consumers with strong innovation across the portfolio. We
continue to be market leaders despite tough external environment including consumer down
tiering trends and commodity price impact. Whisper made investments to continue to
strengthen product performance. Whisper launched the new and improved Choice XL and Choice
Ultra, to delight our consumers with superior proposition.
Our premium nights business continues to thrive behind identification of the No.1 unmet
consumer need- Nighttime leakage, enabling premiumization. Whisper also launched an
affordable night's range
-Whisper Choice Nights to provide our consumers with relevant propositions to meet
their needs, like prevention of night-time leaks.
Whisper's flagship campaign #KeepGirlsInSchool, now in it's 3rd year,
continues to raise awareness about the issue of girls dropping out of school when they
attain puberty. Whisper continues to bring transformational change in the community.
Through our Whisper Menstrual Health & Hygiene School program and other consumer
touchpoints, last year we actively reached 50,000+ schools educating about 9.9 million
adolescent girls on the importance of menstrual hygiene.
#KeepGirlsInSchool also received the highest external recognition for purpose
campaigns- The Cannes Grand Prix in the sustainable development goals category reinforcing
the impact & the positive reception of this longstanding campaign.
Health Care Business
Your Company's health care business delivered strong growth this Financial Year. Your
Company continued to win externally and grow market share in the Cough & Cold
category with strong offtake growth behind the strength of our portfolio, which includes
Vicks VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler and Vicks Baby
Rub 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-On
Inhaler and Vicks Xtra Strong. This is also the first year where we have ventured into
piloting the launch of a cough syrup- Vicks Tulsi Ginger Cough Syrup. Superior
go-to-market strategy enabled enhanced presence in stores with more visibility touch
points per store.
Your Company's healthcare business is also able to grow penetration across its entire
range thereby bringing meaningful change to the lives of consumers.
Old Spice
Old Spice 0% Gas deodorants demonstrated strong double-digit growth strengthening the
brand's foothold in the category.
Overall, your Company continued to focus on driving consumer meaningful innovations
backed by distribution expansion and strong advertising thereby delivering consistent
growth.
RISK MANAGEMENT
Your Company has set up a Risk Management Committee. The Company 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.
BUSINESS, FINANCE & OPERATIONAL RISKS
On business risks, the Company undertakes a Competition Response Model program. For
financing risks, it 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. This coverage duly covers any risks
relating to business interruption resulting from property damage and legal liability
resulting from property damage or personal injury. The Company has in place a very
stringent and responsive system under which all its distributors and vendors are assessed
before being selected.
REGULATORY AND COMPLIANCE RISKS
Your Company operates within the letter and spirit of all applicable laws. General
compliance with legal requirements is an important component of your
Company's Worldwide Business Conduct Manual and the same demands the following action
from 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 different
jurisdictions;
To strictly follow the directions from the legal personnel;
To address and resolve, in a timely manner, any legal compliance issues that have been
identified;
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 compliance
requirements, periodic monitoring of compliance to avoid any deviations, and regular
updates to keep pace with the regulatory changes.
SECURITY RISKS
Your Company has implemented comprehensive security programs supported by latest
technology and trained manpower to protect employees and assets, at all its offices and
plant. During under review, no major security breaches or incidents occurred at your
Company's plant. 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
2021-22.
INTERNAL CONTROLS & THEIR ADEQUACY
Your 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 identification
information (PII) against robust controls environment at your Company is efficiently
managed
Controls Self-Assessments 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 objective, activities and attributes. This enables the Company to
proactively 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 role
is to ensure that all key processes i.e. selling, revenue, distribution, trade &
marketing spends, vendor payments, and plant operations are reviewed and assessed at
appropriate intervals. The observations and findingsare shared with senior management for
implementing quality action plans to strengthen overall controls environment in these
processes. The assessments of high risks and SOX Compliance areas are assessed by an
independent internal audit department led by the Company's Global Internal Audit team.
This Financial Year team comprises of certified internal controls process experts who have
experiences across different markets that the Company operates in. The action taken by the
management 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 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.
During the Financial Year under review, all Controls issues identifiedhave been 100%
remediated by executing quality action plans in consultation with internal controls and
stewardship experts.
BUSINESS RESPONSIBILITY REPORT
A separate report on Business Responsibility has been appended as Annexure Ilosses
and to this Report. unauthorized use. and monitored through: CORPORATE SOCIAL
RESPONSIBILITY (CSR) & CITIZENSHIP EFFORTS
Your Company believes in being a force for growth and force for good in the communities
that it serves.
This has been an integral part of your company's purpose and values since its
foundation. We believe that the only way to build a sustainable business is to improve
lives.
Our CSR strategy is supported by three key pillars P&G Shiksha, P&G Suraksha
India and timely disaster relief.
Through our flagship CSR program P&G Shiksha, we continue to focus on providing
holistic education for underprivileged children through a 360-degree educational
intervention. We launched the #PGSurakshaIndia' program in response to the COVID-19
pandemic, to serve our employees, consumers, and communities alike in testing times, in
partnership with various government and relief organizations. Further, our disaster relief
to provide aid to those affected by In addition to this, our brands and people continue to
make a positive difference in society through their consistent hard work.
We introduced our flagshipCSR program P&G Shiksha' in 2005 with the vision of
providing means to education to underprivileged children in the country. Today, we have
come a long distance from where we began. The 2500 schools that we have built and
supported over the years will impact over 23 lakh children in need by improving their
learning environment.
Over time, P&G Shiksha' has evolved into a holistic education program that
aims to improve learning outcomes in children, strengthen educational infrastructure and
empower marginalized girls through education.
Along with our NGO partner Round Table India (RTI), we have focused on constructing new
classrooms, building playgrounds and improving health and hygiene facilities for children
like clean drinking water and separate toilets for girls and boys at Government owned
schools. We believe that this will impact the learning environment and encourage more
students 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 to
remediate learning gaps in students across government schools in Rajasthan, Himachal
Pradesh, Maharashtra, Madhya Pradesh, Andhra Pradesh, Uttarakhand, Gujarat and Telangana.
Research found that children studying in a particular grade may not possess the
conceptual understanding and grade level competency which is at par with the grade they
are in. This means, that a child may progress to a higher grade, yet does not fully
understand a concept from a lower grade.
Mindspark' helps in minimizing this learning gap in children and bringing their
learning levels at par with their grade. The tool integrates pedagogy, teacher instruction
and a learning management system to assess a student's learning level and develop a
customized learning path for each one of them. During the pandemic induced school closure,
we upgraded the tool to make it available on smartphones, to enable children to continue
learning from the safety of their home and minimize learning losses. As schools begin to
reopen, we are now focusing on bringing the program back to schools, so the children can
learn more effectively and the program impacted over 72,000 children across 8 aim natural
disasters.states in the country, by enabling learning from the safety of home.
Together with our NGO partner Pratham Education Foundation, we are working towards
bridging existing learning gaps in children through on-ground remedial learning
interventions. We do this through a community based and an in-school' model,
together with the support of trained volunteers from within the community and teachers at
school. During the lockdown, we had adopted a remote outreach model of engaging with the
children, by leveraging technology and mobilizing the community volunteers, to ensure
learning continuity. As part of this, we regularly shared simple project-based activities
with children focused on language, math and science by leveraging WhatsApp, phone calls
and SMSs. Further, we also shared curated messages in text, audio and video formats to aid
the learning process
As schools begin to reopen, in addition to our digital outreach, we are conducting
learning camps focused on strengthening foundational learning levels in children. This is
aimed at ensuring school-readiness, with the support of our community volunteers. During
the fiscal year, across 5 states and 1 Union Territory and observed a significant
improvement 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 Education
Foundation, we are focusing on developing motor, cognitive, social-emotional, language and
creative skills in children, thereby setting them up for a fast-paced growth as they start
school. During the pandemic, we ensured learning continuity, by engaging with parents and
community volunteers to conduct learning activities with children at home using materials
easily available at home like peas, beads, clay and more. As the pandemic began to ease,
we launched a school readiness campaign, for equipping children studying in Grades 1 and
2, with essential foundational skills as they start school, with the support of their
mothers. During the year, we impacted more than 55,000 children through this program. At
the end of the intervention, more than 80% of children in the intervention group
demonstrated socio-emotional, cognitive, motor and language skills.
Additionally, your Company also continued to impact the communities around its plants
in a holistic manner throughout the Financial Year.
Your 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
Environmental sustainability is embedded in our
Purpose, Values, Principles, and everything we do. We are committed to improving lives,
now and for generations to come by ensuring that our products, packaging and operations
are safe for employees, consumers and the environment. We ensure this by focusing on
technologies, processes and improvements that matter for the environment. Within its
operations, your Company strives to grow responsibly and continuously improve our
efficiency while reducing our carbon footprint. This year, P&G Group in India achieved
plastic packaging waste neutrality', as it collected, processed and recycled over
19,000 MT post-consumer plastic packaging waste from across the country, which is more
than the amount of plastic packaging in its products sold during the year. In the last 5
years, the Group has reduced usage of packaging material by more than 5000 MT. We remain
committed to help reduce the flow of plastic by continuing to make changes now and
bringing long-term solutions.
Our manufacturing plant at Goa is zero waste to landfill', which means that no
manufacturing waste is discharged into the environment. The plant at Goa has also and
energy consumption. The plant is leveraging technology, experts, employees and renewable
sources of energy to reduce our overall carbon footprint, improve energy and water
efficiency and make our operations more sustainable.
The P&G brands have also stepped forward towards environmental sustainability. We
are among the few companies in India to use recycled material in the packaging of our
Feminine care packaging. This will reduce usage of virgin plastic.
The P&G Group also recently announced a global water strategy which aims to restore
water in 18 water-stressed areas around the world for people and nature, responding to
water challenges through innovation and partnerships, and reducing water in our
operations. 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, by
the year 2040. Your Company continues to build partnerships with external organizations to
combat some of the challenges and issues we are facing today on sustainability. Certain
measures taken by your Company's Plant site in Goa for conservation of energy are given
below:
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 are
given 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 energy
savings; 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.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
Your Company has the advantage of availing advanced technology and continuous
upgradation thereof from The Procter & Gamble Company, USA and its subsidiaries (the
Procter & 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 basis
from the Procter & Gamble group. 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 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 efficiency.
As the Company avails benefitsof research and development of the Procter & Gamble
group across the globe, your Company has not incurred any expenditure on research and
development during the
Financial Year.
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:
in Lakhs
|
For the Financial Year ended June |
For the Financial Year ended June |
|
30, 2022 |
30, 2021 |
Foreign Exchange earnings |
4,696 |
4,598 |
Foreign Exchange outgo |
73,982 |
55,029 |
RELATED PARTY TRANSACTIONS
Your 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 firmto 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 your Company.
Details of material related party transaction entered into during the Financial Year
2021-22 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 Ordinary
Resolution through Postal Ballot on June 26, 2021. Being related parties, the Promoter
shareholders had abstained from voting on the said resolution.
LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE
Your Company has not given any loans, guarantees or made any investments during the
Financial Year.
PUBLIC DEPOSITS
Your 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, your Company has constituted an
Internal Complaints Committees (ICC). During the Financial Year, 1 complaint with
allegation of sexual harassment was filedwith the Company, which was resolved during the
year.
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, 2022, 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 or loss 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, 2022, 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 2021-22, 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
Your Company operates in a highly competitive environment vis-a-vis attracting the best
talent for its operations and therefore the human resources management function has
assumed vital importance in the Company. Your Company focuses on attracting, motivating
and retaining the best talent. Its people systems like talent supply, performance
management and talent development are robust and competitive. We have put in place robust
HR programs to ensure that the organization is geared up to deliver the future.
Attracting & Retaining Talent: India continues to be a key source for Global
talent and a preferred Employer of Choice for the workforce in India. We continue to drive
our build from within strategy and focus on our core campus programs, which coupled with
our innovative campus branding initiative ensures we continue to be an Employer of Choice
in our Core Campuses and beyond. Over the course of the last year, we have massively
scaled 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 campus
interns. We continue to retain our Top 10 Best Employer ranking in the Annual Dare2Compete
Campus Survey. DevelopingTalent: Our policies on leadership pipeline, talent
planning, mentoring and diversity & inclusion continue to evolve and stay ahead of the
times, to ensure that we attract and retain the best talent. All our new hires undergo a
very comprehensive 3-day corporate on-boarding program called GetIN' which is
coupled with functional onboarding programs to ensure that they are able to make an impact
and feel valued from Day 1. Building organization capability continues to be a key focus
area for us and we continue to organize virtual learning sessions as part of the P&G
Learning Academy offerings.
Our Company's performance management system is robust and strives for Impact through
Growth. It clearly assesses and differentiates employees on the basis of performance. We
have established a CARE program to build the capability of our people managers. With its
focus on inclusive development,
P&G India was recognized by 'Working Mothers' Magazine as one of the Best Companies
for 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 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. Flavia Machado ceased to be Company Secretary of the Company effective August 31,
2021.
Mr. Ghanashyam Hegde was appointed as Company Secretary and Compliance effective
September 1, 2021. Consequently,Mr.Hegde under the Companies Act, 2013 was re-designated
from Non-Executive Director to Executive Director of the Company effective September 1,
2021 for a tenure of five years. Mr. Madhusudan Gopalan ceased to be the Managing Director
of the Company effective June 30, 2022. The P&G Management and the Board of Directors
of the Company express their deepest gratitude to Mr. Madhusudan Gopalan for his exemplary
leadership and consistent value creation, guidance and direction to the Company during his
tenure as Managing
Director.
Mr. L. V. Vaidyanathan has been appointed as Managing Director of the Company for
period of five years, effective July 1, 2022. The Shareholders of the Company have
approved his appointment by resolution passed by postal ballot & e-voting on July 17,
2022. Mr. L. V. Vaidyanathan 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. Gurcharan Das has been appointed as Independent Director of the Company for a term
of fiveyears effective September 1, 2022, subject to approval of the Shareholders of the
Company at the upcoming 58th Annual General Meeting of the Company. Mr. Gagan
Sawhney and Ms. Sonali Dhawan, Directors retire by rotation and being eligible, offer
themselves 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 58th
Annual General
Meeting and the details of the Directorships held by them in other companies are
provided under theCorporate Governance section of the Report.
Appropriate resolutions for the appointment / reappointment of the aforesaid Directors
are being moved at the ensuing 58th Annual General Meeting, which the Board
recommends for approval of theShareholders of the Company.
The Independent Directors of your Company have given declaration of Independence to
your Company stating that they meet the criteria of Independence as mentioned under the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and 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 and
experience and conditions specified and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the familiarization programme 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
Five (5) 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
Your 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
The Report given by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial
statements of the
Company for the Financial Year ended June 30, 2022 is part of the Report. There has
been no qualification, reservation or adverse remark given by the Auditors in their
Report.
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 is
proposed to re-appoint Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory
Auditors of your Company for a second term of five years, i.e., from the conclusion of the
ensuing 58th Annual General Meeting until the conclusion of the 63rd
Annual 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 Annual
General Meeting.
COST AUDITORS
Ashwin Solanki & Associates, Cost Accountants carried out the cost audit for
applicable business during the Financial Year 2021-22. The Board of Directors has
re-appointed Ashwin Solanki &
Associates, Cost Accountants for the Financial Year 2022-23.
SECRETARIAL AUDIT
Secretarial Audit was carried out by Makarand M. Joshi & Co., Practicing
Company Secretaries for the Financial Year 2021-22. There were no qualifications,
reservation or adverse remarks given by the Secretarial Auditors of the Company. The
Secretarial Audit report has been appended as Annexure IV to this Report.
SECRETARIAL STANDARDS
During the Financial Year, your 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.
Your 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
|
Chittranjan Dua |
Mumbai, August 23, 2022 |
Chairman |