GSK_ Annual_Report_2021-22

GlaxoSmithKline Pharmaceuticals Limited | Annual Report 2021-22 28 or contact Mr. Amit Vishal, Senior Manager – NSDL at amitv@nsdl.co.in / 022-24994360 /+91 9920264780. 4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at in.investorquery@gsk.com from Monday, 18 July 2022 (9:00 a.m. IST) to Thursday, 21 July, 2022 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questionsduring the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. By Order of the Board of Directors A. Nadkarni Company Secretary FCS 10460 Mumbai, 16 May 2022 Registered Office: GSK House, Dr. Annie Besant Road, Worli, Mumbai 400 030. CIN : L24239MH1924PLC001151 Email: askus@gsk.com Telephone: 022-24959595 Website: www.gsk-india.com Explanatory Statement pursuant to Section 102 of Companies Act, 2013 Item No. 4 The Members at the 92 nd Annual General Meeting (“AGM”) of the Company held on 25 July, 2017, had approved the appointment of Deloitte Haskins and Sells LLP, Chartered Accountants having Registration No 117366W/W-100018, as Statutory Auditors of the Company, to hold office till the conclusion of the 97 th AGM. The Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on 16 May, 2022, proposed the re-appointment of Deloitte Haskins and Sells LLP, Chartered Accountants having Registration No 117366W/W-100018 as Statutory Auditors of the Company for a term of five years commencing from end of the 97 th Annual General Meeting till conclusion of the 102 nd Annual General Meeting to be held in the year 2027, along with remuneration plus applicable taxes, out of pocket expenses, etc incurred in connection with the Audit as may be decided by the Board of Directors in consultation with the Auditors. Deloitte Haskins and Sells LLP, Chartered Accountants is a multi-disciplinary Audit Firm catering to various clients in diverse sectors. Deloitte Haskins and Sells LLP, Chartered Accountants is a network registered with the ICAI. Considering the evaluation of the past performance, experience and expertise of Deloitte and based on the recommendation of the audit committee, it is proposed to appoint Deloitte as statutory auditors of the Company for a second term of five consecutive years till the conclusion of the 102 nd AGM of the Company in terms of the aforesaid provisions. Brief profile of Deloitte Deloitte Haskins & Sells was constituted in 1997 and was converted to a Limited Liability Partnership, Deloitte Haskins & Sells LLP (“DHS LLP” or “Firm”), in November 2013. DHS LLP is registered with the Institute of Chartered Accountants of India (Registration No. 117366W/W-100018). The Firm has around 4000 professionals and staff. DHS LLP has offices in Mumbai, Delhi, Kolkata, Chennai, Bangalore, Ahmedabad, Hyderabad, Coimbatore, Kochi, Pune, Jamshedpur and Goa. The registered office of the Firm is One International Center, Tower 3, 32 nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400013, Maharashtra, India. The Firm has been engaged in statutory audits of some of the large companies in the pharma sector. 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 Item No. 4 of the Notice for approval by the Members. Item No. 5: The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Manu Anand (DIN: 00396716) as an Additional Director with effect from 16 May 2022. In terms of Section 149 and other applicable provisions of the Act, Mr. Manu Anand, being eligible, was also appointed as an Independent Director of the Company for a term of 5 (five) consecutive years from 16 May 2022 to 15 May 2027 not being liable to retire by rotation, subject to the approval of Members. Mr. Manu Anand has consented to act as a Director of the Company and has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, Mr. Manu Anand fulfills the conditions specified in the Act and the Rules thereunder for appointment as Independent Director and he is independent of the management. He has also given a declaration that he is not disqualified or debarred by SEBI or any other statutory authority from being appointed or continuing as Director. The Company has received a Notice in writing from a Member of the Company under Section 160 of the Act proposing the candidature of Mr. Manu Anand for the office of Director of the Company. Further, Mr. Manu Anand has confirmed that he is not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact Notice