GSK_ Annual_Report_2021-22

59 — Details of Directors being appointed/re-appointed As per the Statute, two-thirds of the Directors, excluding the Independent Directors, should be retiring Directors. One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. Mr. S. Williams retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for his re-appointment. Mr. M. Anand’s first term of five years as an Independent Director would be approved in upcoming Annual General Meeting. A brief resume of Directors appointed / eligible for re-appointment along with the additional information required under Clause 36(3) of the Listing Obligations & Disclosures Regulations, 2015 as required is provided above. 3. AUDIT COMMITTEE Terms of Reference The terms of reference of this Committee are wide enough to cover the matters specified for audit committee under Section 177 of the Companies Act, 2013 and Clause 18 of the Listing Obligations & Disclosures Regulations, 2015 with Stock Exchanges and are as follows: a) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; b) to review with Management, the financial statements at the end of a quarter, half year and the annual financial statements thereon before submission to the Board for approval, focusing particularly on: (i) matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of Sub Section 3 of Section 134 of the Companies Act, 2013; (ii) changes, if any, in accounting policies and practices and reasons for the same; (iii) major accounting entries involving estimates based on the exercise of judgment by management; (iv) significant adjustments made in the financial statements arising out of audit findings; (v) compliance with listing and other legal requirements relating to financial statements; (vi) disclosure of any related party transactions; and (vii) Qualifications in the draft audit report. c) to consider the appointment, re-appointment, remuneration and terms of appointment of the statutory auditors, any questions of resignation or dismissal and payment to statutory auditors for any other services rendered by them; d) to discuss with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern (in the absence of management, where necessary); e) reviewing, with management, performance of statutory and internal auditors, adequacy of the internal control systems and discuss the same periodically with the statutory auditors, prior to the Board making its statement thereon; f) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; g) discussion with internal auditors on any significant findings and follow up thereon; h) reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; i) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; j) to review the functioning of the Whistle Blower mechanism; k) to approve any subsequent modification of transactions of the Company with related parties; (explanation): The term “related party transactions” shall have the same meaning as provided in Clause 2(1)(zc) of the Listing Obligations & Disclosures Regulations, 2015; l) to scrutinize inter-corporate loans and investments; m) to evaluate internal financial controls and risk management systems; n) to do valuation of Undertakings or assets of the Company, wherever it is necessary;