GSK_ Annual_Report_2021-22

GlaxoSmithKline Pharmaceuticals Limited | Annual Report 2021-22 40 establish compliance with the requirements of RPTs under the Companies Act, 2013 and LODR. 8. Directors’ Responsibility Statement Your Directors confirm: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; (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 2022 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. 9. 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, copy of the Annual Return is available on the Company’s website (https://india-pharma. gsk.com/en-in/investors/shareholder-information/annual- return/) . 10. Corporate Governance & Business Sustainability Report Your Company is part of the GSK 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 Business Responsibility Report, describing the initiatives taken by your Company from an environmental, social and governance perspective, given in Annexure ‘B’, forms a part of this Report. A report on Corporate Governance, along with a certificate of compliance from the Auditors, given in Annexure ‘C’, forms a part of this Report. 11. 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 a 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 renumeration to be determined by the Board of Directors. Subject to the approval of the Members, the Board of Directors has recommended the re-appointment of Deloitte Haskins and Sells LLP, Chartered Accountants as the Statutory Auditors of the Company for the second term of five years effective conclusion of this Annual General Meeting. Member’s attention is drawn to a Resolution proposing the reappointment of Deloitte Haskins and Sells LLP as Statutory Auditors of the Company, which is included as Item No 4 of the Notice convening the Annual General Meeting. Pursuant to the provisions of section 204 of the Act, and the Rules made there under, the Company has appointed Parikh & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year March 31, 2023. 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 Audit Committee have appointed R. Nanabhoy & Co., Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for its Formulations for the year 2022-2023. The Committee recommended ratification of remuneration for year 2021- 22 to the Members of the Company at the ensuing Annual General Meeting. 12. 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, equity shares in respect of which dividend had remained unpaid/ unclaimed for a period of seven consecutive years within Directors’ Report