GSK_ Annual_Report_2021-22

19 NOTICE IS HEREBY GIVEN THAT the Ninety-Seventh Annual General Meeting of GlaxoSmithKline Pharmaceuticals Limited will be held on Tuesday, 26 July 2022 at 01.30 p.m. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended 31 March 2022 together with the Reports of the Board of Directors and Auditors thereon. 2. To declare Dividend on Equity Shares for the financial year ended 31 March 2022. 3. To appoint a Director in place of Mr. Subesh Williams (DIN: 07786724), who retires by rotation and being eligible, offers himself for re-appointment. 4. Re-Appointment of Deloitte Haskins and Sells LLP, Chartered Accountants as statutory Auditors of the Company To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) be and is hereby re-appointed as the Statutory Auditors of the Company for a term of five (5) years commencing from the conclusion of the 97 th Annual General Meeting till the conclusion of the 102 nd Annual General Meeting of the Company to be held in the Year 2027 on such remuneration as shall be decided by the Board of Directors of the Company; RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient to give effect to this Resolution.” SPECIAL BUSINESS 5. Appointment of Mr. Manu Anand as an Independent Director To consider and, if thought fit, to pass the following resolution as a Special Resolution : “ RESOLVED That Mr. Manu Anand (DIN: 00396716), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 16 May 2022 and who holds office up to the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 (“Act”) and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of the Director of the Company, be and is hereby appointed as the Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 152, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the appointment of Mr. Manu Anand (DIN: 00396716), a Director of the Company, who has submitted a declaration as an Independent Director that he meets the criteria for independence as provided in section 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years from 16 May 2022 to 15 May 2027 be and is hereby approved.” 6. Ratification of Remuneration to Cost Auditor To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to R. Nanabhoy & Company, Cost Accountants having Firm Registration No. 007464 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the year ending 31 March 2022, fees amounting to ` 6.56 lakhs plus payment of taxes as applicable and re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid audit be and is hereby ratified and confirmed.” NOTES: 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated 5 May 2020 read with circulars dated 8 April 2020 and 13 April 2020 & 13 January 2021, 5 May 2022 (collectively referred to as “MCA Circulars”) permitted the holding Annual General Meeting (“AGM”) through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Notice