Gillette_India_Limited_AR_20

Annual Report 2019-20 42 Gillette India Limited To, The Members, Gillette India Limited P & G Plaza, Cardinal Gracias Road, Chakala, Andheri East, Mumbai – 400 099 We have conducted the secretarial audit through periodical visits of our authorized person and electronic platform namely on-line means to verify the documents during the lock down period, of the compliance of applicable statutory provisions and the adherence to good corporate practices by Gillette India Limited (CIN L28931MH1984PLC267130) (‘the Company’) for the financial year ended 30 th June, 2020. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. A. In expressing our opinion it must be noted that- i. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. ii. We have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis of our opinion. iii. We have not verified the correctness and appropriateness of financial records and books of accounts of the company. iv. Wherever required, we have discussed with the management of the company and obtained the management representation pertaining to compliance of laws, rules and regulations, happening of events, etc. v. The compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis. ANNEXURE VII Secretarial Audit Report FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 30 TH JUNE, 2020 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with modifications as deemed necessary, without changing the substance of format given in MR-3] vi. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. B. Based on our verification (including on-line verification) of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 30 th June, 2020, complied with the statutory provisions listed hereunder and also that the Company has proper Board-process (duly evolved) and compliance-mechanism in place to the extent and as applicable to the Company in the manner and subject to the reporting made hereinafter: C. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 30 th June, 2020 according to the provisions of: I. The Companies Act, 2013 (the Act) and the rules made thereunder; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; III. TheDepositoriesAct, 1996andtheRegulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment only as the Company has neither made any Overseas Direct Investment nor obtained External Commercial Borrowings during the audit period.