GSK_Annual_Report_2021

Statutory Reports GlaxoSmithKline Pharmaceuticals Limited 44 (ii) that the Directors have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2021, and of the profit of the Company for the year ended on that date; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the annual accounts on a going concern basis; (v) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively and (vi) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively. 7. Annual return In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31 July 2018, the extract of annual return, is no longer required to be part of the Board’s Report. However, a copy of the Annual Return shall be placed on the Company’s website ( https://india-pharma.gsk.com/en-in/investors/ shareholder-information/annual-return/ ). 8. Corporate governance & Business sustainability report Your Company is part of the GlaxoSmithKline plc group and conforms to norms of Corporate Governance adopted by them. As a listed Company, necessary measures are taken to comply with the Listing Obligations & Disclosures Regulations, 2015 (LODR) with the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, given in Annexure ‘B’ , forms a part of this Report. Further, a Business Responsibility Report describing the initiatives taken by your Company from an Environmental, Social and Governance perspective are given in Annexure ‘C’ , which forms a part of this Annual Report. 9. Auditors As per the provisions of section 139 of the Companies Act 2013, Deloitte Haskins and Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company for the period of five years at the 92 nd Annual General Meeting held on 25 July 2017 to hold office from the conclusion of the said Meeting till the conclusion of the 97 th Annual General Meeting to be held in 2022, on a remuneration to be determined by the Board of Directors. Their appointment was subject to ratification of their appointment by the Members of the Company at every Annual General Meeting. Pursuant to the amendments made to section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 7 May 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the statute. In view of the above, ratification of the members at Annual General Meeting is not being sought. Pursuant to the provisions of section 204 of the Act, and the Rules made thereunder, the Company has appointed Parikh & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed to the Board Report as Annexure ’D’ which forms a part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee, have appointed R. Nanabhoy & Co., the Cost Accountants, for conducting the audit of the cost accounting records maintained by the Company for its Formulations for FY 2021-22. The Committee recommended ratification of remuneration for year 2020-21 to the Shareholders of the Company at the ensuing Annual General Meeting. 10 Transfer of equity shares unpaid/Unclaimed dividend to the Investor Education Protection Fund (IEPF) In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund, set up by the Government of India, the equity shares in respect of which dividend had remained unpaid/ unclaimed for a period of seven consecutive years, within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been transferred to the IEPF pursuant to the requirements under the Act.