Procter & Gamble Hygiene and Health Care Limited

NOTICE
NOTICE is hereby given that the Fifty-Ninth Annual General 7. To consider and, if thought fit, to pass with or without
Meeting (AGM) of the Members of the Company will be modification/s, if any, the following Resolution as an
held on Friday, November 24, 2023, at 11:00 a.m. through Ordinary Resolution:
video conference / other audio-visual Means, to transact Approval of material related party transaction
the business mentioned in the notice. The venue of the under Regulation 23 of the Securities and Exchange
meeting shall be deemed to be the Registered Office of Board of India (Listing Obligations and Disclosure
the Company at P&G Plaza, Cardinal Gracias Road, Chakala, Requirements) Regulations, 2015
Andheri East, Mumbai – 400 099.
“RESOLVED THAT pursuant to Regulation 23 of the
Ordinary Business Securities and Exchange Board of India (Listing
1. To receive, consider and adopt the Audited Balance Obligations and Disclosure Requirements) Regulations,
Sheet as at June 30, 2023 and the Statement of Profit 2015 and the Company’s policy on Related Party
and Loss for the Financial Year ended on that date, Transactions, approval of the Members be and is
together with the Reports of the Auditors and Directors hereby accorded for entering into following related
thereon. party transaction, which is undertaken in the ordinary
course of business and at arm’s length, as detailed
2. To confirm payment of interim dividend and to declare
below:
final dividend for the Financial Year ended June 30,
2023.
Name of Procter & Gamble Home Products
3. To appoint a Director in place of Mr. Karthik Natarajan, Related Party Private Limited (India)
Non-Executive Director (DIN 06685891), who retires Nature of Fellow Subsidiary (Procter &
by rotation and being eligible, offers himself for re- relationship Gamble group company)
appointment.
Nature, Purchase of Finished Goods
4. To appoint a Director in place of Mr. Pramod Agarwal, material terms, under a Contract Manufacturing
Non-Executive Director (DIN 00066989), who retires monetary value arrangement upto a maximum
by rotation and being eligible, offers himself for re- and particulars value of ` 1600 Crores in a
appointment. of transaction financial year for period of five
Special Business years commencing from Financial
Year 2023-24 to Financial Year
5. To consider and, if thought fit, to pass with or without 2027-28.
modification(s), if any, the following Resolution as an
Ordinary Resolution: By Order of the Board of Directors
Ratification of remuneration payable to the Cost
Auditor for the Financial Year 2023-24 Ghanashyam Hegde
Executive Director and Company Secretary
“RESOLVED THAT pursuant to the provisions of section
148 and all other applicable provisions, if any, of the
Mumbai
Companies Act, 2013, Rules framed thereunder (as August 28, 2023
amended from time to time) and other applicable laws,
and such other permissions as may be necessary, the Registered Office :
Members hereby ratify payment of remuneration of P&G Plaza,
` 8,50,000 per annum plus out of pocket expense Cardinal Gracias Road,
payable to Ashwin Solanki & Associates, Cost Chakala, Andheri East,
Mumbai 400099
Accountants, who are appointed by the Board of
Directors of the Company to conduct audit of the cost NOTES
records maintained by the Company for the Financial
Year 2023-24.” 1. The relevant Explanatory Statement in respect of
business under Item nos. 5 to 7 is annexed hereto and
6. To consider and, if thought fit, to pass with or without forms a part of this Notice.
modification/s, if any, the following Resolution as an
Ordinary Resolution: Details as required in sub-regulation (3) of Regulation
36 of the SEBI (Listing Obligations and Disclosure
Payment of Commission to the Non-Executive Requirements) Regulations, 2015 herein after referred
Directors of the Company as "the SEBI (LODR) Regulations, 2015" in respect of
“RESOLVED THAT pursuant to the provisions of Sections the Directors proposed to be re-appointed by rotation
197, 198 and other applicable provisions, if any, of the at the ensuing 59th AGM, forms integral part of this
Companies Act, 2013 and rules made thereunder, the Notice.
Non-Executive Directors of the Company be paid a 2. The Ministry of Corporate Affairs (MCA), vide its General
commission upto one percent of the net profits of Circular Nos. 14/2020, 17/2020, 20/2020, 2/2022,
the Company per annum in the aggregate for a period 10/2022 latest being No. 09/2023, dated September
of five years with effect from July 1, 2023, as may be 25, 2023, has allowed the companies to conduct AGM
determined by the Board of Directors from time to through video-conference/other audio visual means
time.” till September 30, 2024 without physical presence of
Members at a common venue.

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 Procter & Gamble Hygiene and Health Care Limited

Pursuant to the provisions of Section 108 of the get their email Ids registered with Registrar Transfer
Companies Act, 2013 read with Rule 20 of the Agent- M/s. Link Intime India Private Limited in case of
Companies (Management and Administration) Rules, physical share holding and members holding shares in
2014 and Regulation 44 of the SEBI (LODR) Regulations, dematerialized form, may update with their respective
2015 and in accordance with the said circulars of Depository Participants (DP).
MCA and applicable provisions of the Companies Act, The Notice of AGM and the Annual Report for the
2013 and the SEBI (LODR) Regulations, 2015, the 59th Financial Year 2022-23, is available on the website
AGM of the Company shall be conducted through of the Company at in.pg.com, on the website of
VC. Your Company has appointed National Securities Stock Exchanges i.e. BSE Limited and National Stock
Depositories Limited (‘NSDL’) for providing facility for Exchange of India Limited and on the website of NSDL
voting through remote e-Voting, for participation in the at www.evoting.nsdl.com.
AGM through VC facility and e-Voting during the AGM.
3. The procedure and instructions for Members relating
The procedure for participating in the meeting through
to remote e-Voting are as under:
VC is explained at Note No. 4 below.
The remote e-Voting period commences on Sunday,
As the AGM shall be conducted through VC, the
November 19, 2023 at 9:00 a.m. and ends on Thursday,
facility for appointment of Proxy by the Members is
November 23, 2023 at 5:00 p.m. During this period,
not available for this AGM and hence the Proxy Form
Members of the Company, holding shares either in
and Attendance Slip including Route Map are not
physical form or in dematerialized form, as on Friday
annexed to this Notice. However, the bodies corporate
November 17, 2023, may cast their vote electronically.
are entitled to appoint authorized representatives to The e-Voting module shall be disabled by NSDL for
attend the AGM through VC and participate there at voting thereafter. Once the vote on a resolution is
and cast their votes through e-Voting. Institutional/ cast by a Member, he/she shall not be allowed to
Corporate Members are requested to send a scanned change it subsequently. The Company has appointed
copy (PDF/JPEG format) of the Board Resolution M/s. Makarand M Joshi & Co., Practicing Company
authorizing its representatives to attend and vote at Secretaries, represented by Ms. Deepti Kulkarni (and in
the AGM, pursuant to Section 113 of the Companies her absence, Mr. Omkar Dindorkar), Practicing Company
Act, 2013 to the Company at [email protected]. Secretaries to act as the Scrutinizer, for conducting
on or before November 22, 2023. the scrutiny of the votes cast. The Members desiring to
In accordance with, the General Circular No. 02/2022 vote through electronic mode may refer to the detailed
dated May 05, 2022 issued by MCA and Circular No. procedure on e-Voting given hereinafter.
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, A person, whose name is recorded in the register
2022 and Circular no. SEBI/HO/CFD/CFD-PoD-2/P/ of members or in the register of beneficial owners
CIR/2023/167 dated October 7, 2023 issued by the maintained by the depositories as on the cut-off date,
Securities and Exchange Board of India (SEBI), the i.e., Friday November 17, 2023, only shall be entitled to
financial statements (including Report of Board of avail the facility of remote e-Voting. A person who is
Directors, Auditor’s report or other documents required not a member as on the cut-off date, should treat the
to be attached therewith), including the Notice of AGM Notice for information purpose only.
are being sent in electronic mode to Members whose
e-mail address is registered with the Company or the In terms of SEBI circular dated December 9, 2020
on e-Voting facility provided by Listed Companies,
Depository Participant(s). Members may kindly note
Individual shareholders holding securities in demat
that as Members of the Company they are entitled to
mode are allowed to vote through their demat
be furnished, free of cost a printed copy of the Annual
account(s) maintained with Depositories and Depository
Report of the Company, upon receipt of requisition at
Participants. Shareholders are advised to update their
any time. Members who have not registered/updated
mobile number and email Id in their demat account(s)
their respective e-mail addresses, are requested to
in order to access e-Voting facility.
A. How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below.
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode:

Type of Login Method

shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com
Shareholders either on a Personal Computer or on a mobile. On the e- Services home page click on the
holding securities “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will
in demat mode prompt you to enter your existing User ID and Password. After successful authentication,
with NSDL you will be able to see e-Voting services under Value added services. Click on “Access
to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click
on company name or e-Voting service provider i.e. NSDL and you will be re-directed to
e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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 Procter & Gamble Hygiene and Health Care Limited

Type of Login Method

shareholders
2. If you are not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User
ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e- Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.

Individual 1. Users who have opted for CDSL Easi/Easiest facility, can login through their existing User
Shareholders ID and Password. Option will be made available to reach e-voting page without any further
holding securities authentication. The users to login to Easi/Easiest facility are requested to visit CDSL
in demat mode website www.cdslindia.com and click on login icon & New System Myeasi Tab and then
with CDSL use your existing Myeasi username & password.
2. After successful login the Easi/Easiest user will be able to see the e-voting option for
eligible companies where the e-Voting is in progress. On clicking the e-Voting option,
the user will be able to see e-voting page of the e- Voting service provider for casting
their vote during the remote e-Voting period. Additionally, there are also links provided to
access the system of all e-Voting Service Providers, so that the user can visit the e-Voting
service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com, click on login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-voting page by providing demat account number
and PAN from a link on www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered mobile number & e-mail as recorded in the demat
account. After successful authentication, user will be able to see the e-voting option
where the e-Voting is in progress and will also be able to directly access the system of all
e-Voting Service Providers.
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to
(holding see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
securities in site after successful authentication, wherein you can see e-Voting feature. Click on company
demat mode) name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
login through of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting &
their depository voting during the meeting.
participants
 ote: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password
N
option available at abovementioned website.

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 Procter & Gamble Hygiene and Health Care Limited

Helpdesk for Individual Shareholders holding securities 5. Password details for shareholders other than
in demat mode for any technical issues related to login Individual shareholders are given below:
through Depository i.e. NSDL and CDSL:
a) If you are already registered for e-Voting, then
you can use your existing password to login
Login type Helpdesk details
and cast your vote.
Individual Members facing any technical
b) If you are using NSDL e-Voting system for the
Shareholders issue in login can contact
first time, you will need to retrieve the ‘initial
holding securities in NSDL helpdesk by sending
password’ which was communicated to you.
demat mode with a request at evoting@nsdl.
Once you retrieve your ‘initial password’,
NSDL co.in or call at toll free
you need to enter the ‘initial password’ and
no.: 1800 1020 990 and
the system will force you to change your
1800 22 44 30
password.
Individual Members facing any technical
How to retrieve your ‘initial password’?
Shareholders issue in login can contact
holding securities in CDSL helpdesk by sending a 1. If your email ID is registered in your demat account
demat mode with request at helpdesk.evoting@ or with the Company, your ‘initial password’ is
CDSL cdslindia.com or contact at communicated to you on your email ID. Trace the
toll free no. 1800 22 55 33 email sent to you from NSDL in your mailbox. Open
B) Login Method for shareholders other than Individual the email and open the attachment i.e. a .pdf file.
shareholders holding securities in demat mode and The password to open the .pdf file is your 8 digit
shareholders holding securities in physical mode: client ID for NSDL account, last 8 digits of client ID
for CDSL account or folio number for shares held
How to Log-in to NSDL e-Voting website?
in physical form. The .pdf file contains your ‘User
1. Visit the e-Voting website of NSDL. Open web ID’ and your ‘initial password’.
browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer 2. If your email ID is not registered, please follow
or on a mobile. steps mentioned below in process for those
shareholders whose email ids are not registered.
2. Once the home page of e-Voting system is
launched, click on the icon “Login” which is 3. If you are unable to retrieve or have not received
available under ‘Shareholder/Member’ section. the “Initial password” or have forgotten your
password:
3. A new screen will open. You will have to enter your
User ID, your Password/OTP and a Verification a. Click on “Forgot User Details/Password?”(If
Code as shown on the screen. you are holding shares in your demat account
Alternatively, if you are registered for NSDL with NSDL or CDSL) option available on www.
eservices i.e. IDEAS, you can log-in at https:// evoting.nsdl.com.
eservices.nsdl.com/ with your existing IDEAS login. b. Physical User Reset Password?” (If you are
Once you log-in to NSDL eservices after using your holding shares in physical mode) option
log-in credentials, click on e-Voting and you can available on www.evoting.nsdl.com.
proceed to Step 2 i.e. Cast your vote electronically.
c. If you are still unable to get the password by
4. Your User ID details are given below : aforesaid two options, you can send a request
at [email protected] mentioning your demat
Manner of holding Your User ID is: account number/folio number, your PAN, your
shares i.e. Demat name and your registered address etc.
(NSDL or CDSL) or
Physical d. Members can also use the OTP (One Time
Password) based login for casting the votes
a) For Members 8 Character DP ID followed on the e-Voting system of NSDL.
who hold by 8 Digit Client ID
shares 4. After entering your password, tick on Agree to
For example if your DP ID
in demat “Terms and Conditions” by selecting on the check
is IN300*** and Client ID
account with box.
is 12****** then your user
NSDL. ID is IN300***12******.
5. Now, you will have to click on “Login” button.
b) For Members 16 Digit Beneficiary ID
who hold 6. After you click on the “Login” button, home page
For example if your of e-Voting will open.
shares Beneficiary ID is
in demat Process for those shareholders whose email ids are
12**************
account with then your user ID is not registered with the depositories for procuring
CDSL. 12************** user id and password and registration of email ids for
c) For Members EVEN Number followed by e-voting for the resolutions set out in this notice:
holding Folio Number registered
shares in with the company 1. In case shares are held in physical mode please
Physical Form. provide Folio No., Name of shareholder, scanned
For example if folio
number is 001*** and copy of the share certificate (front and back), PAN
EVEN is 127020 then user (self attested scanned copy of PAN card), AADHAR
ID is 127020001*** (self attested scanned copy of Aadhar Card) by
email to [email protected]

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 Procter & Gamble Hygiene and Health Care Limited

2. In case shares are held in demat mode, please shareholders/members login by using the remote
provide DPID-CLID (16 digit DPID + CLID or 16 e-Voting credentials. The link for VC will be
digit beneficiary ID), Name, client master, copy available in shareholder/ members login where the
of Consolidated Account statement, PAN (self EVEN of Company will be displayed. The Members
attested scanned copy of PAN card), AADHAR can join the 59th AGM through VC mode 30 minutes
(self attested scanned copy of Aadhar Card) before the time scheduled to start the meeting, by
to [email protected]. If you are an Individual following the procedure mentioned in the notice.
shareholders holding securities in demat mode, The facility of participation at the AGM through
you are requested to refer to the login method VC will be made available for 1000 members on
explained at step 1 (A) i.e. Login method for first come first served basis. Participation of
e-Voting for Individual shareholders holding members through VC will be reckoned for the
securities in demat mode. purpose of quorum for the AGM as per Section
103 of the Companies Act, 2013. Please note that
3. Alternatively, shareholder/members may send a
the members who do not have the User ID and
request to [email protected] for procuring user
Password for e-Voting or have forgotten the User ID
id and password for e-voting by providing above
and Password may retrieve the same by following
mentioned documents.
the remote e-Voting instructions mentioned in the
It is strongly recommended not to share your notice below, to avoid last minute rush.
password with any other person and take utmost
2. Members are encouraged to join the Meeting
care to keep your password confidential. Login
through Laptops for better experience.
to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct 3. Further, Members will be required to allow Camera
password. In such an event, you will need to go and use Internet with a good speed to avoid any
through the “Forgot User Details/Password?” or disturbance during the meeting.
“Physical User Reset Password?” option available 4. Please note that Participants Connecting from
on www.evoting.nsdl.com to reset the password. Mobile Devices or Tablets or through Laptop
In case of any queries, you may refer the Frequently connecting via Mobile Hotspot may experience
Asked Questions (FAQs) for Shareholders and Audio/Video loss due to fluctuation in their
e-voting user manual for Shareholders available respective network. It is therefore recommended
at the download section of www.evoting.nsdl. com to use Stable Wi-Fi or LAN Connection to mitigate
or call on the call on toll free nos.: 022 - 4886 any kind of aforesaid glitches.
7000 and 022 - 2499 7000 or send a request at
[email protected]. 5. Shareholders who would like to express their
views/have questions, may register themselves

Step 2 : How to cast your vote electronically on as a speaker by sending their request in advance
NSDL e-Voting system? mentioning their name, demat account number/
1. After successful login at Step 1, you will be folio number, e-mail id, mobile number at
able to see all the companies “EVEN” in [email protected] from the date of this
which you are holding shares and whose notice up to November 20, 2023 (5:00 p.m. IST).
voting cycle. Those Members who have registered themselves
as a speaker will only be allowed to express
2. Select “EVEN” of company for which you wish
their views/ask questions during the AGM. The
to cast your vote during the remote e-Voting
Company reserves the right to restrict the number
period.
of speakers and number of questions depending
3. Now you are ready for e-Voting as the Voting on the availability of time for the AGM.
page opens.
5. General Instructions to Shareholders:
4. Cast your vote by selecting appropriate
1. During the AGM, the Registers to be maintained
options i.e. assent or dissent, verify/modify
under the Companies Act, 2013, shall be available
the number of shares for which you wish to
for inspection by the Members in electronic mode
cast your vote and click on “Submit” and also
with NSDL.
“Confirm” when prompted.
2. The results along with the Scrutinizer’s Report,
5. Upon confirmation, the message “Vote cast
shall be placed on the website of the Company
successfully” will be displayed.
and on the website of NSDL within two working
6. You can also take the printout of the votes days of conclusion of the AGM and shall be
cast by you by clicking on the print option on communicated to BSE Limited and National Stock
the confirmation page. Exchange of India Limited. Transcript of the AGM
7. Once you confirm your vote on the resolution, shall be made available on the website of the
you will not be allowed to modify your vote. Company,within one week from conclusion of the
AGM.
4. 
Instructions for Members for joining the 59th Annual
General Meeting through VC are as under: 3. SEBI has mandated submission of Permanent
Account Number (“PAN”) for all transactions in
1. Members will be provided with a facility to attend the securities market. Members who are holding
the Annual General Meeting through VC through shares in dematerialized form are requested
the NSDL e-Voting system. Members may access to submit their PAN details to their respective
the same at https://www.evoting.nsdl.com under DP. Members holding shares in physical form

5
 Procter & Gamble Hygiene and Health Care Limited

can submit their PAN details to the Company’s signed KYC updation Form as prescribed by SEBI,
Registrar and Share Transfer Agent (“RTA”), M/s. alongwith required documents to the Company/
Link Intime India Private Limited. Registrar and Share Transfer Agent.
4. As per Regulation 40 of SEBI (Listing Obligations 8. Pursuant to SEBI Circular no. SEBI/HO/MIRSD/
and Disclosure Requirements) Regulations, 2015, MIRSDPoD-1/P/CIR/2023/37 dated March 16,
securities of listed companies can be transferred 2023, issued in supersession of earlier circulars
only in dematerialized form with effect from 1st issued by SEBI bearing nos. SEBI/HO/MIRSD/
April, 2019, except in case of request received for MIRSDRTAMB/P/CIR/2021/655 and SEBI/HO/
transmission or transposition of securities. MIRSD/MIRSDRTAMB/P/CIR/2021/687 dated
November 3, 2021 and December 14, 2021,
Further, SEBI in continuation of its efforts to
respectively, SEBI has mandated all holders
enhance ease of dealing in securities market
of physical securities in listed companies to
by investors vide its circular dated January 25,
furnish of PAN, Nomination, Contact details,
2022, has mandated the listed entities to issue
Bank A/c details and Specimen signature for their
securities for the following service requests only
corresponding folio numbers The folios wherein
in dematerialised form viz, Issue of duplicate
any one of the cited documents/details are not
securities certificate; Claim from Unclaimed
available on or after December 31, 2023, shall
Suspense Account; Renewal/ Exchange of
be frozen in accordance with the above circular.
securities certificate; Endorsement; Transmission;
The Company has sent out intimations to those
Transposition, etc. For the purpose of the same,
Members, holding shares in physical form, whose
after due verification, registrar and transfer agent/
folios are incomplete with PAN, KYC and/ or
issuer companies shall retain share certificates
Nomination details, requesting them to update
and process the service requests by issuing letter
the details so as to avoid freezing of the folios,
of confirmation, valid for a period of 120 days.
in accordance with above mentioned circulars.
As per the process, shareholders are required to
For further details, shareholders are requested to
submit their demat requests within this validity
follow steps mentioned in the circular uploaded
period, failing which the Company shall credit the
on the website of the Company.
securities to a suspense escrow demat account of
the Company. The said physical folios shall be referred by the
Company or RTA to the administering authority
Instructions related to payment of Dividend to
under the Benami Transactions (Prohibitions) Act,
Shareholders:
1988 and/or Prevention of Money Laundering Act,
5. The Register of Members and the Share Transfer 2002, if they continue to remain frozen as on
books of the Company will remain closed from December 31, 2025. In this regard, Company has
Saturday, November 18, 2023 to Friday, November sent reminder letters to all shareholders, having
24, 2023 (both days inclusive), for the purpose of shares in the physical form, to update their PAN,
determining the names of Members eligible for Nomination details, KYC etc. and has requested
final dividend on Equity Shares, if declared at the them to get their shares dematerialized.
ensuing 59th Annual General Meeting.
9. Shareholders are requested to register their email
6. The final dividend on Equity Shares for the Financial address and mobile number with their depository
Year ended June 30, 2023, as recommended by participants for receiving intimations and regular
the Directors, if approved at the Annual General updates from the Company.
Meeting, will be paid on or before December 15,
10. Shareholders may note that, in accordance
2023:
with the provisions of the Income Tax Act, 1961
a) To all beneficial owners, in respect of shares as amended by and read with the provisions of
held in dematerialized form, as per details the Indian Finance Act, 2020, dividend declared
furnished by the Depositories for this and paid by the Company after April 1, 2020, is
purpose as at the close of business hours on taxable in the hands of shareholders and the
November 17, 2023; Company is required to deduct the tax at source
b) To all Members, in respect of shares held in (“TDS”) on the distribution of dividend income to
physical form, whose names shall appear on its shareholders at the applicable rates. In order
the Company’s Register of Members as on to enable us to determine the appropriate TDS
November 24, 2023. rate as applicable, shareholders are requested
to submit the requisite documents as mentioned
7. In line with the Securities and Exchange Board of in our letter dated September 6, 2023, which is
India (“SEBI”) directives, the Company is required put up on the website at in order to facilitate the
to update bank details of the Members of the Company to deduct TDS at time of final dividend.
Company to enable usage of the electronic mode The said documents (duly completed and signed)
of remittance for distributing dividends and other are required to be emailed to Company’s RTA
cash benefits to its Members. In this regard, at [email protected] on or before
Members holding shares in electronic form are November 3, 2023 in order to enable the Company
requested to furnish their bank details to their to determine and deduct appropriate TDS. For any
Depository Participants (“DPs”). Members holding clarification, please write to us at rnt.helpdesk@
shares in physical form are requested to intimate linkintime.co.in or [email protected].
change, if any, in their bank details by sending duly

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 Procter & Gamble Hygiene and Health Care Limited

11. Non-resident Indian Members are requested to Members are requested to contact the Company’s
immediately inform the Company or its RTA or RTA, M/s. Link Intime India Private Limited, for
the concerned DP, as the case may be, about the claiming the unclaimed dividends.
following: 13. Members are requested to address all
a) The change in the residential status on return correspondences, including Share related
to India for permanent settlement; documents and dividend matters to the Company’s
RTA,M/s. Link Intime India Private Limited at C-101,
b) The particulars of the NRE account with a
247 Park, L.B.S. Marg, Vikhroli (West), Mumbai –
Bank in India, if not furnished earlier.
400 083.
12. As per Sections 124 and 125 of Companies Act,
Tel. No.: (022) 4918 6279
2013 read with Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Email: [email protected];
Rules, 2016, dividends which are not encashed / Website: linkintime.co.in
claimed by the shareholder for a period of seven
consecutive years shall be transferred to the Members are requested to quote their ledger folio
Investor Education and Protection Fund (IEPF) numbers in all their correspondence to enable
Authority. Said IEPF Rules mandate the companies the Company to provide better services to the
to transfer the shares of shareholders whose Members.
dividends remain unpaid/ unclaimed for a period
of seven consecutive years to the demat account By Order of the Board of Directors
of IEPF Authority. Hence, the Company urges all
the shareholders to encash/claim their respective
Ghanashyam Hegde
dividend lying unpaid with the Company, within
Executive Director and Company Secretary
time period detailed in Corporate Governance
Section of Annual Report for Financial year
2022-23. The details of the unpaid / unclaimed Mumbai
amounts lying with the Company as on June 30, August 28, 2023
2023 are available on the website of the Company.
The shareholders whose dividend / shares as Registered Office:
transferred to the IEPF Authority can claim the
same from the Authority by following the Refund P&G Plaza,
Procedure as detailed on the website of IEPF Cardinal Gracias Road,
Authority http:// iepf. gov.in/IEPFA/refund.html. Chakala, Andheri East,
Mumbai 400099

7
 Procter & Gamble Hygiene and Health Care Limited

EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)

Item No. 5:

Ratification of Payment of Remuneration to the Cost ordinary course of business, the Company obtains supply
Auditor for the Financial Year 2023-24 of certain finished products from its fellow subsidiaries
The Board of Directors at their meeting held on August (Procter & Gamble Group Companies) under contract
28, 2023, on the recommendation of the Audit Committee, or toll manufacturing arrangements, thus getting scale
approved the appointment of Ashwin Solanki & Associates, advantages and also enabling cash and capital expenditure
Cost Accountants as the Cost Auditors to conduct the audit optimization.
of the cost records of the Company for the Financial Year The Company sources a range of sanitary napkins,
2023-24 at a remuneration of ` 8,50,000/- plus applicable from Procter & Gamble Home Products Private Limited,
taxes and out-of-pocket expenses. In terms with the India (“PGHPPL”), a fellow subsidiary (group Company),
provisions of Section 148 of the Companies Act, 2013 read under a Contract Manufacturing arrangement, which are
with the Companies (Audit and Auditors) Rules, 2014, manufactured at PGHPPL’s plant at Mandideep, Bhopal. The
remuneration payable to the Cost Auditors is required to be manufacturing facility of PGHPPL also manufactures other
ratified by the Members of the Company. sanitary products thereby offering material scale benefits
The Board recommends passing of the resolution at item in terms of both cost and cash.
no. 5 as an Ordinary resolution. In the year 2021-22, the Company had replaced the
None of the Directors or Key Managerial Personnel of the earlier Toll Manufacturing arrangement with a Contract
Company and their relatives, are concerned or interested, Manufacturing arrangement for abovementioned sourcing
financially or otherwise, in this item. of sanitary napkin products, in order to benefit from
certain incremental pre-tax savings (~ ` 10 Crores per
Item No. 6 year), as per the prevailing laws and to also benefit from
Payment of Commission to the Non-Executive Directors of elimination of carrying cost of inventory of raw materials
the Company used in manufacturing the finished products sourced from
PGHPPL. As such, moving to the Contract Manufacturing
At the 54th Annual General Meeting held on November 29,
arrangement was value accretive to the Company over the
2018, a Resolution was passed by the Members of the
erstwhile Toll Manufacturing arrangement.
Company according approval for payment of commission
upto 1% of the net profits per annum in the aggregate to For the above change in procurement model, approval of the
the Non-Executive Directors of the Company. The said Shareholders of the Company was sought on June 29, 2021,
resolution had also empowered the Board of Directors and to enter into related party transaction beyond materiality
a Committee thereof to fix the quantum of commission limit, with Company’s fellow subsidiary, Procter & Gamble
payable to each of the Non-Executive Directors and to also Home Products Private Limited, for purchase of finished
determine the period for which the said commission is goods under a Contract Manufacturing arrangement upto a
payable. The said Resolution was effective for a period of maximum value of ` 800 Crores in a financial year for period
five years w.e.f. July 1, 2018 i.e. till June 30, 2023. of five years commencing from Financial Year 2021-22 to
Financial Year 2025-26.
It is now therefore necessary to seek fresh approval from
the Members at the ensuing 59th Annual General Meeting In the fiscal year 2022-23, the transaction value for such
for payment of commission upto maximum of 1% of the purchase of goods from PGHPPL was ` 735 Crores. It is likely
net profits of the Company per annum in the aggregate that the transaction value will exceed the current approved
for a period of five years w.e.f. July 1, 2023. Non-Executive limit of ` 800 Crores in the next fiscal year, considering
Directors, namely Mr. C. R. Dua, Mr. Gurcharan Das, Mr. A. various factors including growth in business. Hence, it
K. Gupta, Ms. Meena Ganesh, Mr. Krishnamurthy Iyer and is hereby proposed to increase the value limit for said
Mr. Pramod Agarwal, are deemed to be interested and transaction from ` 800 crores per annum to ` 1600 crores
concerned in this item of business. per annum for the next five years accounting for potential
growth of business in the next five years. The purchase
The Board recommends passing of the resolution at item
price for the products shall be an amount equal to the
no. 6 as an Ordinary Resolution.
price determined according to the transfer pricing laws and
Item No. 7 has been determined to be the sum of the product costs
Approval of material related party transaction under together with a fixed mark-up which will be added to the
Regulation 23 of the Securities and Exchange Board of product costs.
India (Listing Obligations and Disclosure Requirements) The said transaction is operational in nature and the
Regulations, 2015 Company, in order to secure continuity of supply of sanitary
Background, details and benefits of the proposed products is seeking approval of the members of the Company
transaction to the Company for the said related party transaction on the terms detailed
in the resolution. This arrangement is beneficial to the
Your Company’s business, which includes sanitary napkins Company as it provides an optimized cost structure driven
sold under “Whisper” brand, has been growing at a healthy by scale efficiencies and without having to commit capital
rate over the past years. In addition to its own plant, in its upfront in setting up manufacturing facilities or blocking
operating capital in raw and packing material inventory.

8
 Procter & Gamble Hygiene and Health Care Limited

Pursuant to Rule 15 of Companies (Meetings of Board and proposed have been reviewed by an Independent chartered
its Powers) Rules, 2014, as amended till date, particulars of accountant firm and the firm has confirmed that the
the transaction(s) etc. are as follows: proposed pricing mechanism mentioned above would meet
the arm’s length criteria. Further, the said related party
Name of Related Party
transaction also qualifies as a transaction under ordinary
Procter & Gamble Home Products Private Limited, a course of business. In addition, as per the Company’s current
company incorporated in India. governance practice and related party transaction policy,
Nature of relationship all related party transactions are reviewed by independent
chartered accountant firm on quarterly basis and the report
Fellow Subsidiary (Procter & Gamble group Company) is tabled quarterly before the Audit Committee.
Name of Director(s) or Key Managerial Personnel who is Regulation 23 of the Securities and Exchange Board of
related India (Listing Obligations and Disclosure Requirements)
None, in terms of definition of ‘related party’ under SEBI Regulations, 2015 provides that all Related Party
(LODR) Regulations, 2015 and the Companies Act, 2013. Transactions require approval of the Audit Committee.
The Audit Committee of the Company has unanimously
Mr. Prashant Bhatnagar, Chief Financial Officer of the
approved the abovementioned related party transaction at
Company is a Non-executive Director of Procter & Gamble
their meeting held on August 28, 2023.
Home Products Limited and the interest is limited to the
extent of his directorship only and he does not have any The Audit Committee and Board of Directors have
other interest in the related party. considered that said transaction is in the ordinary course of
business, on arm’s length basis and in the best interest of
Nature, material terms, monetary value and particulars of
the Company and accordingly, recommend to the Members
transaction
for their approval by way of an Ordinary Resolution.
Purchase of range of sanitary napkin finished goods under
Pursuant to Regulation 23 of Securities and Exchange Board
Contract Manufacturing arrangement upto a maximum
of India (Listing Obligations and Disclosure Requirements)
value of transaction of ` 1600 Crores per financial year for
Regulations, 2015, all material Related Party Transactions
period of five years, commencing from Financial Year 2023-
require approval of the Members by way of an Ordinary
24 to Financial Year 2027-28, to be carried out at arms’
resolution and all entities falling under the definition of
length and in the ordinary course of business. During this
“Related Party” shall abstain from voting, irrespective of
period, Company will periodically evaluate the arrangement
whether the entity is a party to the particular transaction
to ensure that the arrangement continues to be beneficial
or not. Hence, the promoter group companies shall abstain
to the Company.
from voting on this resolution.
The Purchase Price for each Product shall be an amount
As the related party transactions are in the ordinary course
equal to the price determined according to the transfer
of business and at arm’s length basis, approval under
pricing laws and has been determined to be the sum of the
Section 188 of the Companies Act, 2013 is not required.
Product Costs for such Product together with a fixed mark-
up which will be added to the Product Costs. Mr. Prashant Bhatnagar, Chief Financial Officer is a Non-
executive Director on the Board of Procter & Gamble Home
The percentage of the Company’s latest audited annual
Products Private Limited and is interested only to the extent
turnover, that is represented by the proposed value of
of such directorship. Apart from this, none of the Directors,
the proposed transaction is 41%. However, the proposed
Key Managerial Personnel of the Company and their relatives
transaction value takes into consideration potential growth
is interested in or concerned with the resolution.
of business in the next five years.
The Board of Directors recommend passing of the resolution
Arm’s length and ordinary course of business
at item no. 7 as an Ordinary Resolution.
The Company has robust governance process for related
party transactions. Broad terms of the arrangement

9
 Procter & Gamble Hygiene and Health Care Limited

Details of Directors proposed to be re-appointed at the ensuing 59th Annual general Meeting

Resolution at item no. 3 4

Name of Director Mr. Karthik Natarajan Mr. Pramod Agarwal
Age 46 years 61 years
Date of original appointment on the Board 01/10/2014 08/05/2015
of the Company
Date of re-appointment on the Board 17/11/2021 17/11/2021
Expertise in specific field Chartered Accountant MBA (Finance)
Names of other Companies in which he 1. Gillette India Limited 1. Gillette India Limited
holds Directorships 2. Zircon Technologies (India) Limited
Listed entities from which he has resigned None None
in the past three years
Companies in which he is a Managing None None
Director, Chief Executive Officer, Whole
time Director, Secretary, Chief Financial
Officer, Manager
Chairman/Member of the Committee(s) of Member of Committee: Member of Committee:
the Board of Directors of the Company 1. C
 orporate Social Responsibility 1. Risk Management Committee
Committee
2. Risk Management Committee
Chairman/Member of the Committee(s) of Gillette India Limited: Gillette India Limited:
Board of Directors of other Companies in Member of Committee: Member of Committees:
which he is a Director
1. Risk Management Committee 1. Audit Committee
2. Nomination & Remuneration
Committee
3. Risk Management Committee
Shareholding in the Company Nil 50 equity shares ( of ` 10 each)
Relationship with other Directors, Manager Nil Nil
or key Managerial Personnel, if any
Remuneration last drawn by each Director Nil Remuneration (including commission
and sitting fees) of ` 20 lacs was paid
for Financial Year 2022-23.
Number of Meetings of the Board attended 1 out of 4 3 out of 4
during the year

By Order of the Board of Directors

Ghanashyam Hegde
Executive Director and Company Secretary

Mumbai
August 28, 2023

Registered Office:
P&G Plaza,
Cardinal Gracias Road,
Chakala, Andheri East,
Mumbai 400099

10
NOTES
NOTES