Gillette_India_Limited_AR_20

Annual Report 2019-20 13 Company Overview Board's Report MD&A Corporate Governance Financial Statements Gillette India Limited EXTRACT OF ANNUAL RETURN The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure III to this Report. MANAGEMENT & PERSONNEL The strength of business over the past fewyears and resilience in this particular year, due to COVID-19 pandemic & multiple economic headwinds in the country, demonstrates the core strength of our employees to stay innovative, reality based and influence the course of business. Financial Year 2019-20 was a year of unprecedented challenges, yet our focus on delivering superiority, fueled by productivity via an empowered organization helped us deliver business results in these tough times. 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 IV to the Report. The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. As per the provisions of first proviso to Section 136 (1) of the Companies Act, 2013, this 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 investorgil.im@pg.com . DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Pramod Agarwal and Ms. Sonali Dhawan, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 36 th Annual General Meeting. Mr. Bansidhar S. Mehta completed his previous tenure as Independent Director on September 28, 2019 and was re-appointed at the Annual General Meeting held on November 26, 2019 for another tenure of one year, effective September 29, 2019. Subsequently, this tenure shall come to an end and Mr. Mehta shall cease to be Director and Chairpersonof theCompanyonSeptember 28, 2020. Mr. Mehta, being a stalwart in the taxation profession and having deep knowledge about business in India, has been instrumental in the Company’s sustained growth over the decades through his guidance and counsel to the Company. The P&G Management and the Board of Directors of the Company express their deepest gratitude for Mr. Mehta’s valuable guidance, leadership, direction and counsel to the Company and wish him all the very best on his retirement. The Board of Directors have appointed Mr. Gurcharan Das, Independent Director as the Chairman of the Company with effect from September 29, 2020. Mr. Narendra P. Sarda shall retire as Independent Director of the Company on August 28, 2020. The P&G Management and the Board of Directors of the Company express their deepest gratitude for the guidance and counsel provided by Mr. Sarda during his tenure as a Director of the Company. Brief profiles and details of the Directorships of Directors proposed to be re-appointed as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the Notice convening the ensuing 36 th Annual General Meeting of the Company. Appropriate resolutions for the re-appointment of the aforesaid Directors are being proposed at the ensuing 36 th Annual General Meeting, which the Board recommends for approval of the Shareholders of the Company. The Independent Directors of your Company have given declarations to your Company stating that they meet the criteria of independence as mentioned under 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 fulfill the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. POLICIES Your Company has adopted policies on related party transactions, corporate social responsibility, vigil mechanism, nomination and remuneration,