GSK_Annual_Report_2021

Statutory Reports GlaxoSmithKline Pharmaceuticals Limited 34 (iv) The Agreement also sets out the mutual rights and obligations of the Company and Ms. Puja Thakur. In compliance with the applicable provisions of the Companies Act, 2013, Ordinary Resolution as set out at item 5 of the accompanying Notice is now being placed before the members in the General Meeting for their approval. None of the Directors, Key Managerial Personnel of the Company or their relatives other than Ms. Puja Thakur are, in any way, concerned or interested, in the Ordinary Resolution set out at Item No. 5 of the Notice. Ms. Puja Thakur does not have any relationship with any other Directors or Key Managerial Personnel or Manager of the company. Ms. Thakur has also given a declaration that she is not disqualified or debarred by SEBI or any other statutory authority from being appointed or continuing as Director. The draft of the Agreement proposed to be entered into with Ms. Puja Thakur is open for inspection in electronic mode. The shareholders may write an email to askus@gsk.com by mentioning “Request for Inspection” in the subject of the email. The Board of Directors recommend the Ordinary Resolution set out at Item No.5 of the Notice for approval by the Members Item No.6: The members of the Company at the Annual General Meeting held on 28 July 2016 approved the payment of commission to the non Whole-time Directors of the Company, an amount in the aggregate, to all of them, equivalent to such sum and for such period as may be determined by the Board of Directors, subject to a ceiling of one percent of net profits of the Company. The Board of Directors approved such payment of commission to non-Whole-time Directors from 1 January 2017. In accordance with the provisions of Section 197 of the Companies Act, 2013 and rules made there under, the resolution of the members approving the payment of commission was in force for a period from 1 January 2017 till 31 March 2021 and needs to be renewed. Accordingly, a fresh approval of the members is sought by way of a Special Resolution for payment of commission to the non Whole-time Directors for a period from 1 April 2021 to 31 March 2026 as set out in the resolution at item 6 to this Notice. None of the Directors other than Ms. R. S. Karnad, Mr. N. Kaviratne, Mr. D. Sundaram, Mr. P. V. Bhide, Mr. A. N. Roy and Dr. (Ms.) S. Maheshwari are interested in this resolution. Item No.7: TheBoardof Directorsof theCompanyon the recommendation of the Audit Committee approved the appointment and remuneration of R Nanabhoy & Company, Cost Accountants, to conduct the audit of the cost records of the Company for the financial period ended 31 March 2021. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with Rule 14(a) (ii) of the Companies (Audit andAuditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors as set out in the Resolution for the aforesaid services to be rendered by them. None of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way concerned or interested in the said Resolution. The Board of Directors recommend the Ordinary Resolution set out at ItemNo.7 of the Notice for approval by the Members. By Order of the Board of Directors A. Nadkarni Company Secretary FCS 10460 Mumbai,18 May 2021 Registered Office: Dr. Annie Besant Road, Mumbai 400030.