The Board of Directors have the pleasure of presenting the 56th
Annual Report and the Audited Financial Statements of the Company for the Financial Year
ended June 30, 2023.
FINANCIAL HIGHLIGHTS
(Rs in Crores)
| Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
1,229.62 |
1,114.41 |
| Sale of Products |
1,205.86 |
1,092.04 |
| Other Income |
18.39 |
13.19 |
| Profit before Interest, Depreciation and Tax |
342.34 |
281.60 |
| Profit before tax |
314.20 |
253.37 |
| Profit after tax |
229.47 |
192.52 |
| Appropriations: |
|
|
| Opening Reserve |
237.07 |
327.70 |
| Re-measurement gain/loss on defined benefit plan (net of tax) |
(1.84) |
0.70 |
| Dividend paid in the year |
(93.79) |
(283.85) |
| Balance carried to the Balance Sheet |
370.91 |
237.07 |
| Earnings per share |
|
|
| - Basic (Rs) |
138 |
116 |
| - Diluted (Rs) |
138 |
116 |
FINANCIAL YEAR
The Companys Financial Year is July 1st to June 30th.
DIVIDEND
During the Financial Year, the Board of Directors of the Company at its
meeting held on February 5, 2023, declared an interim dividend of Rs 45 per equity share,
which was paid on March 2, 2023.
The Board of Directors of the Company, at its meeting held on August
23, 2023, have recommended a final dividend of Rs 50 per equity share, for the Financial
Year ended June 30, 2023. This final dividend is subject to approval of the Members at the
ensuing 56th Annual General Meeting of the Company.
The aggregate dividend for the Financial Year ended June 30, 2023,
(including the interim dividend) amounts to Rs 95 per equity share.
ECONOMY AND MARKETS
The operating environment this year continued to be volatile, marked by
macro-economic challenges and high commodity inflation contributing to significant cost
headwinds. Consumers continued to face inflationary pressures during the year, leading to
consumer demand remaining tepid. Despite these headwinds, the Indian economy gained
momentum towards the end of the Fiscal Year, achieving a real GDP growth of 7.2%* in
Fiscal Year 2022-23.
Several initiatives and measures taken by the Government, including
higher Capital Expenditure (Capex) among others contributed to the economic growth as it
boosted private consumption and consumer confidence. Further, encouraging growth in the
country?s digital and physical infrastructure, innovative measures such as PM
GatiShakti, the National Logistics Policy, and the Production-Linked Incentive schemes to
boost manufacturing output, have also contributed significantly to the economic growth.
* Source: Press release of Ministry of Statistics & Programme
Implementation dated May 31, 2023.
OPPORTUNITIES, RISK AND OUTLOOK
The International Monetary Fund (IMF) projects Indian economy to grow
by 6.3%A in 2023-24. With this, India continues to enjoy a positive outlook as
one of the fastest-growing major economies in the world, also reaffirmed by global
economic agencies.
The IMF projects that global headline inflation is expected to steadily
decline from its peak of 8.7%A in 2022 (annual average) to 6.9%A in
2023 and 5.8%A in 2024. Amidst this, it will be imperative to navigate through
uncertainties caused by external factors and leverage the opportunities with agility and
resilience. The long-term outlook for the consumer healthcare sector remains positive. The
Company is well positioned to sustain and improve its performance with a resilient
workforce, leverage opportunities with agility, address challenges and overcome the risks.
A Source: IMF World Economic Outlook, October 2023.
FINANCIAL RATIOS
| Particulars |
2022-23 |
2021-22 |
change (%) |
| Debtors (trade receivables) turnover |
12.35 |
15.56 |
(21%) |
| Inventory turnover |
9.83 |
9.54 |
3% |
| Return on investmentA |
0.05 |
0.03 |
67% |
| Net capital turnover |
2.50 |
2.96 |
(16%) |
| Trade payables turnover* |
1.86 |
1.30 |
43% |
| Return on Capital Employed |
0.42 |
0.41 |
2% |
| Interest coverage ratio** |
N.A. |
N.A. |
- |
| Current ratio |
2.62 |
2.62 |
0% |
| Debt equity ratio** |
N.A. |
N.A. |
- |
| Operating profit margin |
26% |
23% |
13% |
| Net profit margin |
19% |
17% |
8% |
| Return on Networth |
42% |
41% |
2% |
a Due to increase in interest rates * Due to optimised credit terms
with vendors
** The Company did not have any borrowings during the Financial Year.
FINANCIAL & BUSINESS PERFORMANCE
The Company recorded sales of Rs 1,205.86 crores for the Financial Year
ending June 30, 2023, up by 10% vs year ago, supported by strong established brands
trusted by healthcare professionals. Profit after tax (PAT) for the Financial Year ended
June 30, 2023 is Rs 229.47 crores, up by 19% vs. year ago. The Company continued its
efforts towards brand and category development and thus delivered a strong performance in
the fiscal, marked by consistent growth across all its brands.
During the Financial Year, in order to achieve efficiencies in its
operations, the Company transitioned from its previous go-to-market model, which was
serviced via carrying and forward agents, to a new distributor led go-to-market model by
appointing distributors. This transition was completed in April 2023.
The Company bolstered its go-to-market strategy and strengthened its
partnerships across omnichannel stores, increasing the availability and access of its
brands across online and offline platforms, thereby helping meet the needs of our
consumers and customers.
The Company is well known in India for its rich heritage in healthcare
with brands that are household names. Despite challenging circumstances during the fiscal
year where industry has seen low footfall of patients, the Company?s brand franchises
delivered strong results continuing to further our commitment to bringing quality and
affordable vitamins, minerals and supplements to patients, consumers and customers across
the country.
Neurobion delivered double digit growth fuelled by focused initiatives
to build awareness on neuropathy, nerve care and the benefits of Neurobion across customer
and consumer touchpoints. True to its brand promise, the Company?s flagship brand
Neurobion Forte has been helping consumers fight body discomforts due to lack of Vitamin
B. Recently launched variants like Neurobion Alfa & Alfa D for patients with Diabetic
Neuropathy have seen prolific growth fuelled by robust activations driving the scientific
superiority among Health Care Professionals (HCPs). Being a Nerve health promoter and a
partner to International Diabetes Federation, on World Diabetes Day 2022, the Company
launched a large-scale collective awareness effort on Peripheral Neuropathy which was
recognized among India?s top diabetes campaigns by Obesity International. During the
year, the Company also raised awareness and education among its consumers through
initiatives like the Neuropathy Awareness Week, wherein leading global health experts
converged to address the growing public health concern of Peripheral Neuropathy. This also
reinforced Companys efforts towards building an ecosystem for scientific collaboration
and knowledge-sharing among HCPs.
Livogen delivered a strong year of growth, driven mainly by industry
leading campaign "Na Na Anemia" aimed to drive awareness and diagnosis about
Iron Deficiency-Anemia. On World Iron Deficiency Day, the Company in partnership with
FOGSI (The Federation of Obstetric and Gynecological Societies of India) initiated the Na
Na Anemia Bus Yatra, a 40-day Bus Yatra across 20 cities and 5 states of India to create
awareness on Iron Deficiency.
Polybion continued to strengthen its foothold with a year of remarkable
growth. During the year, we launched Polybion A injection, a new and improved formulation,
helped to deliver superior benefits to the Consumers. The Company also commemorated World
Health Day by launching the Pragati Utsav, an initiative to raise awareness and empower
the HCPs of rural hinterlands, on Vitamin B deficiency.
Evion continued to create awareness on the benefits of Vitamin E among
HCPs and consumers. Innovative campaigns helped deliver another year of strong growth.
Nasal decongestant brand Nasivion delivered another year of double
digit growth behind brand building activations like cricket partnerships & in-serial
integrations.
The Company has delivered strong 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 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.
RISK MANAGEMENT
The Company has set up a Risk Management Committee and has also adopted
a risk management policy. The Companys 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 timesely 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
Companys Worldwide Business Conduct Manual and the same expects the following action from
every employee:
• To uphold our Purpose, Values, and Principles in our work and in
the business decisions we make;
• To do the right thing at all times;
• To follow standards set forth in the WBCM and the law at all
times;
• To know and fully comply with the laws, regulations, and Company
policies that apply to the employees? work; and
• To be alert to any situations or actions that may violate the
law, the WBCM or Company policies, and to report them appropriately.
The Company?s business is subject to stringent compliances under
various laws, such as the local pricing regulations set by the Government, Foods and Drugs
Administration legislation, food safety regulations and standards, DCGI approvals and the
Company?s internal code of conduct with respect to compliances, including those
applicable to interactions with HCPs. Amendments to statutes and the compliance with
applicable laws as well as policies may prove to be challenging and time consuming as it
requires constant monitoring. To support such monitoring requirement, 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 Pharma Compliance Guidelines,
Global Anti-Corruption Standards, Prevention of Sexual Harassment at Workplace,
Whistle-blower Mechanism, Conflict of Interest, Data Privacy, Data Integrity, Anti-Trust
Compliance, etc.
INFORMATION TECHNOLOGY (IT)
The Company uses varied IT systems and processes in its day-to-day
businesses operations. There are software related precautions like handling of data
integrity, access rights, virus firewalls, data protection, social media risk, etc. The
Company has robust framework and policies on information security which cover risks
related to cyber security. Adherence to the Company?s information security guidelines
and processes is continuously monitored and are subject to Controls Self-Assessments and
global audits at regular intervals.
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company continues to prioritize sustainable control processes that
are an integral part of the 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 through:
• Controls Self-Assessments (CSAs):
CSAs are performed 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/audit led by a team of independent fulltime Internal Controls
experts, wherein 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 findings are shared
with senior management for implementing quality action plans to strengthen overall
controls environment in these processes. The assessment 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 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 comprises of the Managing Director, Chief
Financial Officer, Chief Human Resource Officer, Supply Chain Leader, General Counsel and
Sales leader. 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 AND SUSTAINABILITY REPORT
A separate report on Business Responsibility and Sustainability has
been appended as Annexure I to this Report.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible Healthcare Company, the Company continued to
channelize its Corporate Social Responsibilities (CSR) efforts towards building a
Healthier India under its CSR umbrella program - ‘SEHAT? (meaning Health). With
SEHAT, the Company aspires to make a sustainable impact to Public Health in India.
The Company has constituted a CSR 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.
A brief outline of the Corporate Social Responsibility Policy of the
Company and the initiatives undertaken by the Company on CSR activities during the
Financial Year are set out in Annexure II to this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. In compliance with
requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR
Policy which is published on its website- https://www.pghealthindia.com/investors/.
ENVIRONMENTAL SUSTAINABILITY AND
CONSERVATION OF ENERGY
Environment, Health and Safety encompasses the laws, rules, guidance
and processes designed to help protect employees, the public and the environment from
harm, further supported by group standards, current best approaches and audits at regular
intervals.
The Company?s plant at Goa is zero-manufacturing-
waste-to-landfill site. The Company has a systematic approach for complying with
environmental regulations, such as managing wastewater, air emissions and hazardous
wastes. This also includes other non-hazardous waste management at site. The plant strives
to reduce environmental pollution with a proactive approach. Use of renewable fuel for
generating energy, use of solar energy for generating power are some examples for reducing
carbon foot print.
An 2MW in-house solar power plant had been commissioned at the Goa
Plant site last year.
During the Financial Year 2022-23, some of the key initiatives taken at
the Goa plant in this direction were:
1. Installation of rainwater harvesting system at three different
Locations within the site which helped to reduce underground water dependency by 15KL/Day;
2. Automation of quality control air handling unit (AHU) & forced
draft ventilation (FDV) for time- based operations. AHU & FDV made to run based on set
time as per area requirement reducing power consumption;
3. Energy audit conducted for the entire site for identifying
opportunities & eliminating losses in power, steam, compressed air etc.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
The Company avails benefits from The Procter & Gamble Company and
it subsidiaries research and development efforts and activities across the globe,
including India.
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. 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.
Technology absorption and adaptation is a continuous process. The
products manufactured and soLd by the Company are a resuLt of the 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 believes in exploring the latest technoLogy from both
within India and beyond to ensure the best quaLity product is made by the company for our
consumers.
Details of the expenditure on Research & Development (R&D)
undertaken during the Financial Year:
(Rs in Lakhs)
| Expenditure on R&D* |
2022-23 |
2021-22 |
| Capital |
- |
- |
| Recurring |
571 |
655 |
| Total |
571 |
655 |
| Total R&D expenditure as a percentage of total turnover |
0.47% |
0.60% |
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, 2023 |
For the Financial Year ended June 30, 2022 |
| Foreign Exchange earnings |
146.52 |
122.61 |
| Foreign Exchange outgo |
160.54 |
126.28 |
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on related party transactions for
the purposes of review and approval of related party transactions. The policy on related
party transactions as approved by the Board is uploaded on the Company?s website -
https:// www.pghealthindia.com/investors/.
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.
PUBLIC DEPOSITS
The Company has not accepted any pubLic deposits during the Financial
Year 2022-23.
PARTICULARS OF LOANS AND GUARANTEES GIVEN OR INVESTMENTS MADE
The Company has neither given any loans or guarantees nor made any
investments during the Financial Year 2022-23.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in Line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. The
Company has ensured a wide dissemination of the Policy and has conducted various awareness
program at all locations of the Company. The Company has constituted an Internal
Complaints Committees. During the Financial Year, 3 complaints with allegations of Sexual
Harassment were filed with the Company. The said complaints were addressed and closed
during the Financial Year. No complaints were pending as on June 30, 2023.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act,
2013, the Directors confirm that:
a. That in the preparation of the annual accounts for the Financial
year ended June 30, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b. That the Directors had selected appropriate accounting policies and
applied consistently and judgments and estimates made are 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 that period;
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. That the Directors have prepared annual accounts on a going concern
basis;
e. That the Directors have had laid down appropriate internal financial
controls and that such internal financial controls were adequate and were operating
effectively; and
f. 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 2022-23 as required under
Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company, which can be
accessed at https://www.pghealthindia.com/investors/.
HUMAN RESOURCES
The Company continues to look at the fundamentals of creating an
appealing employer brand, attracting talent that is a suitable match for the Company, and
consequently nurturing that talent. We have designed holistic Human Resource strategies to
ensure that the organization is geared up to deliver the future.
India continues to be a critical source of talent. With the changing
times we have strategized to be preemptive with our campus initiatives. We have
proactively launched new innovative campus programs, along with revamping existing
programs. Our internships, onboarding, and learning & development programs are being
executed in a mix of virtual and face-to-face setup, to accommodate a dispersed audience.
We continue to retain our rankings across various campus surveys. We bolster nurturing our
talent to create diverse leaders and set them up for success as they grow in the
ecosystem.
To craft a winning culture, it is vital that we enroll and empower the
organization right from Day 1 during their comprehensive corporate on-boarding program -
GETiN. By enhancing our company DNA via Growth Mindset, we also encourage our organization
to create a love of learning and resilience that is essential for achieving organizational
and personal goals.
We strongly believe in co-creating careers with our employees, which
allows them to partner with the business to achieve a fulfilling career with us. We
encourage our employees to bring their true authentic self to work in order to
consistently evolve from Good to Great. Our Company?s performance management system
continues to clearly assess employees based on their impact through growth, and not only
performance.
AVTAR Seramount recognized P&G India as top 100 Best Companies for
Women.
The number of employees as on June 30, 2023 was 1,407.
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
investorgrievance.im@ pg.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Amit Gupta, Executive Director & Chief Financial Officer and
Dr. Elizabeth Desmond, Non-Executive Director resigned from the Board of the Company
effective March 31, 2023. The Board places on record its appreciation for the
contributions of Mr. Amit Gupta and Dr. Elizabeth Desmond during their tenure of
directorship on the Board of the Company.
The Board of Directors, at its meeting held on March 17, 2023, on the
recommendation of the Audit Committee and Nomination & Remuneration Committee, have
appointed Mr. Lokesh Chandak as Executive Director & Chief Financial Officer of the
Company for a period of five years, effective April 1, 2023 and Ms. Seema Sambasivan as
Non-Executive Director of the Company, effective April 1, 2023. The Shareholders of the
Company approved said appointments by resolutions passed by postal ballot & e-voting
on May 10, 2023.
The Board of Directors, at its meeting held on February 5, 2023, on the
recommendation of the Nomination & Remuneration Committee, have reappointed Mr. Milind
Thatte as the Managing Director of the Company for a further term of five years effective
April 01, 2023. The shareholders of the Company approved his re-appointment as Managing
Director vide resolution passed by postal ballot and e-voting on March 22, 2023.
Mr. Aalok Agrawal, Non-Executive Director, retires by rotation and
being eligible, offers himself for re-appointment at the ensuing 56th Annual
General Meeting. Brief profile and details of the Directorships of Mr. Agrawal, are
contained in the Corporate Governance section of this Annual Report.
All Independent Directors of the Company have given 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 SEBI (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 expertise and experience and fulfil the
conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Details of the familiarization programmes and
annual Board evaluation process for Directors have been provided under Corporate
Governance section of the report.
During the Financial Year, none of the Directors and Key Managerial
Personnel of the Company had any material pecuniary relationship or transactions with the
Company.
NUMBER OF MEETINGS OF THE BOARD
Six (6) meetings of the Board were held during the Financial Year
2022-23. For details of the meetings of the Board and its Committees, please refer to the
Corporate Governance section of the 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, which are available on the
website of the Company at https://www.pghealthindia.com/ investors/#policies
INTERNAL AUDITOR
Mr. Lokesh Chandak was appointed as Internal Auditor of the Company for
the Financial Year 202223. Pursuant to appointment of Mr. Chankak as Executive Director
and Chief Financial Officer of the Company, effective April 1, 2023, he ceased to be
Internal Auditor of the Company. Mr. Arihant Jain was appointed as Internal Auditor of the
Company, in place of Mr. Chandak for the period April 1, 2023 to June 30, 2023.
STATUTORY AUDITORS
The Shareholders at the 55th Annual General Meeting (AGM)
held on November 23, 2022 had approved the re-appointment of M/s. Haribhakti & Co.
LLP, Chartered Accountants (ICAI Firm Registration No.: 103523W/W100048), as statutory
auditors of the Company, to hold office from the conclusion of 55th AGM upto
the conclusion of the 60th AGM.
The Report issued by the Statutory Auditors on the financial statements
of the Company for the Financial
Year ended June 30, 2023 is part of the Report. There have been no
qualification, reservation or adverse remark given by the Auditors in their Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Secretarial Audit has been carried out by Dholakia & Associates LLP, Company
Secretaries, for the Financial Year ended June 30, 2023. There were no qualifications,
reservation or adverse remarks given by Secretarial Auditors of the Company. The
Secretarial Audit report has been appended as Annexure IV.
SECRETARIAL STANDARDS
During the Financial Year, the Company has complied with the mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed cost
audit of the accounts to be maintained by the Company. M/s. Joshi Apte & Associates,
Cost Accountants carried out the cost audit for the Financial Year 2022-23. The Board of
Directors has re-appointed M/s. Joshi Apte & Associates, Cost Accountants for the
Financial Year 2023-24.
A resolution for ratification of the remuneration payable to the Cost
Auditor for the Financial Year
2023-24 is proposed in the Notice of the ensuing 56th Annual
General Meeting.
MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS
During the Financial Year under review, no regulator or court has
passed any significant and/or material orders impacting the going concern status of the
Company and its future operations.
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 worldrenowned
trademarks and superior brands.
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 |
| Mumbai |
S. N. Talwar |
| August 23, 2023 |
Chairman |
+91-9892691696
