EXTRACT OF ANNUAL RETURN

Transcription

1 EXTRACT OF ANNUAL RETURN Form No. MGT-9 (As on the Financial Year ended on June 30, 2018) [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN : L24239MH1964PLC ii) Registration Date : July 20, 1964 iii) Name of the : Procter & Gamble Hygiene and Health Care Limited iv) Category / Sub- Category of the v) Address of the Registered Office and contact details vi) vii) Whether listed Name, Address and contact details of Registrar and Agent, if any : : limited by / Indian Non-Government : P & G Plaza, Cardinal Gracias Road, Chakala, Andheri (East), Mumbai Tel : ; Fax: Website : : Yes : Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai Tel (022) , Fax (022) rnt.helpdesk@linkintime.co.in II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Sl. No. Name and Description of Products NIC Code of the Product % to total turnover of the 1 Ayurvedic products Sanitary napkins III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Holding [Section 2(46)]:- Sr. Name and address of the CIN/GLN % of Held No. 1 The Procter & Gamble, USA (Ultimate holding ) Not applicable (Foreign ) Holds 70.64% through its subsidiaries 2 Procter & Gamble Overseas India B.V., Netherlands (Holding ) Not applicable (Foreign ) Holds % directly The does not have any subsidiary companies or associate companies.

2 IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) i. Category-wise Shareholding:- Sr. No. Category of Shareholders Shares held at the beginning of Shares held at the end of % change Demat Physical Total % of total Demat Physical Total % of total during the year A. Promoters 1. Indian Bodies corporate Foreign Bodies corporate Total Promoter Shareholding (A) B. Public Shareholding 1. Institutions Mutual funds Alternate Investment Funds Financial Institutions / Banks Insurance Companies Foreign Institutional Investors Sub Total (B)(1) Non-Institutions Bodies Corporate - Indian Overseas Individuals - Individual shareholders holding nominal share capital up to Rs 1 lakh - Individual shareholders holding nominal share capital in excess of Rs. 1 lakh Others - NBFCs registered with RBI - Clearing Members

3 - HUF Foreign National NRI NRN Director / Relatives Trust Central Government / State Government(s) Sub Total (B)(2) Total Public Shareholding (B) Shares held by Custodian for GDRs & ADRs (C) Grand Total (A + B + C) ii. Shareholding of Promoters Sr. No. Shareholder s name 1 Procter and Gamble Overseas India B.V. 2 Temple Trees Impex & Investment Pvt Ltd Shareholding at the beginning of the year % of total Shares of the % of Shares Pledged / encumbered to total Shareholding at the end of % of total Shares of the % of Shares Pledged / encumbered to total % change in share holding during iii. Change in Promoters Shareholding Sr. No. Name of Shareholder Shareholding at the beginning and end of % of total Shares of the Compa ny Date of change in shareholdi ng Increase/ decrease in shareholdi ng Reason for increase / decrease Cumulative Shareholding during % of total Share s of the Comp any There is no change in Promoter shareholding during the Financial Year

4 iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) as on June 30, 2018: Sr. No. Name of Shareholder 1 Life Insurance of India Shareholding at the beginning and end of % of total Shares of the Compa ny Date of change in shareholding Jul 2017 Increase/ decrease in shareholdi ng Reason for increase / decrease Cumulative Shareholding during % of total Shares of the 21 Jul Purchase Jul Purchase Aug Purchase Aug Purchase Aug Purchase Aug Purchase Sep Purchase Sep Purchase Sep Purchase Purchase Oct Oct Purchase Oct Purchase Oct Purchase Nov Purchase Nov Purchase Nov Purchase Nov Purchase Dec Purchase Dec Purchase Dec Purchase Dec Purchase Purchase Dec Jan Purchase Jan Purchase Jan Purchase Jan Purchase Feb Purchase Feb Purchase Feb Purchase Feb Purchase

5 Mar Purchase Mar Purchase Mar Purchase Mar Purchase Jun Purchase Purchase Jun June Purchase June 18 2 Sbi Magnum Balanced Fund India* 3 General Insurance Corporation Of India Purchase Aug Aug Purchase Sep Sep Purchase Sep Oct Purchase Nov Purchase Nov Nov Purchase Nov Purchase Dec Purchase Dec Dec Dec Jan Jan Purchase Purchase Feb Feb Feb Purchase Mar Purchase April Purchase May Purchase May Purchase June Purchase June Purchase Purchase 30 June July No change

6 June 2018 during 4 Hdfc Standard Life Insurance Limited Jul Jul Jul Purchase Aug Purchase Aug Purchase Sep Purchase Sep Purchase Sep Purchase Sep Purchase Oct Purchase Nov Purchase Nov Dec Dec Purchase Dec Purchase Dec Purchase Jan Purchase Jan Purchase Jan Purchase Purchase Jan Feb Purchase Feb Purchase Feb Purchase Mar Purchase Mar Purchase Mar Purchase April Purchase April May June June June

7 June Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Mnc Fund Jul Purchase Aug Sep Dec Jan Jun Pari Washington Pvt. Ltd. A/C Pari Washington India Master Fund, Ltd July No change during Jun Goldman Sachs India Limited July No change during Jun National Westminster Bank Plc As Trustee Of The Jupiter India Fund Jul Purchase Jun Jul Purchase Feb Purchase Apr Purchase Jun Sundaram Mutual Fund A/C Sundaram Select Midcap* Jul Purchase Jul Jul Purchase Jul Purchase Aug Aug Purchase Sep

8 06 Oct Nov Purchase Jan Purchase Feb Apr May Purchase May Purchase Jun Purchase Jun Jun Jun United India Insurance Limited Jul Oct Oct Nov Nov Nov Nov Dec Jun IDFC Premier Equity Fund** Jul Aug Aug Sep Oct Oct Jan Jan Feb June Jun-18 Note: The above information is based on the weekly beneficiary position received from Depositories. * Not in the list of Top 10 shareholders as on June 30, The same has been reflected above since the shareholder was one of the Top 10 shareholders as on July 1, ** Not in the list of Top 10 shareholders as on July 1, The same has been reflected above since the shareholder was one of the Top 10 shareholders as on June 30, 2018.

9 V. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Sr. no. Name Director of Shareholding at the beginning and at the end of No of % of total Shares of the company Date of change of Shareholding Increase/ Decrease in shareholdin g Reason for change 1 Mr. R. A. Shah July, No change during the year June, 2018 Cumulative Shareholding during No of Shares Mr. B. S. Mehta July, No change 3799 during the year June, 2018 Note: No other Director apart from the above mentioned Directors, held any of the during the Financial Year VI. INDEBTEDNESS The had no indebtedness with respect to secured or unsecured loans or deposits during the Financial Year VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director: Sl. no. Particulars of Remuneration Mr. Al Rajwani * (Amount in Rs. Lacs) 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, Stock Option 3. Sweat Equity 4. Commission $ Others, please specify* - Total (A) Ceiling as per the Act (5% of Net Profits of the calculated as per Section 198 of the Companies Act, 2013) * Mr. Rajwani ceased to be Director & Managing Director effective June 30, 2018 $ Mr. Al Rajwani was paid by the and portion of the remuneration is cross charged to Gillette India Limited and Procter & Gamble Home Products Private Limited in proportion to their respective Net Outside Sales ** All employees of the are given the right to purchase of the ultimate Holding The Procter & Gamble, USA under its International Stock Ownership Plan. Certain employees of the are also entitled to Stock Option of the ultimate Holding under its Employee Stock Option Plan. Details of the same are disclosed vide Note 31 forming part of the Financial Statements.

10 B. Remuneration to other Directors: Rs. in lakhs Particulars of Remuneration Mr. R. A. Shah Mr. B. S. Mehta Mr. A. K. Gupta Total Amount Independent Directors Fee for attending board / committee meetings Commission Total C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANANGING DIRECTOR / MANAGER / WHOLE TIME DIRECTOR: Sl. No Particulars of remuneration Ishan Sonthalia # Secretary (Amount in Rs.) Prashant Bhatnagar* CFO (Amount in Rs.) 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, ,50,161 1,95,713 49,80,333 3,25,945 (c) Profits in lieu of salary under section 17(3) Incometax Act, Stock Option Sweat Equity Commission Others, please specify** - Total 38,45,874 53,06,278 * Mr. Prashant Bhatnagar receives salary from another group, Gillette India Limited and the contributes towards the same in proportion to its Net Outside Sales # Mr. Sonthalia resigned as Secretary with effect from 31 st March, ** All employees of the are given the right to purchase of the ultimate Holding The Procter & Gamble, USA under its International Stock Ownership Plan. Certain employees of the are also entitled to Stock Option of the ultimate Holding under its Employee Stock Option Plan. Details of the same are disclosed vide Note 31 forming part of the Financial Statements. VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties / punishment / compounding of offences for breach of any section of Companies Act against the or its Directors or other officers in default, if any, during the Financial Year.